Common use of Purchaser Use of Seller Names Clause in Contracts

Purchaser Use of Seller Names. (a) During the period commencing on the Closing Date and ending nine months thereafter (the “Limited License Period”), Seller hereby grants, on behalf of itself and its Affiliates, to Purchaser and its Affiliates a limited, non-exclusive, worldwide, fully paid up royalty-free right and license to use the Seller Names, the UPCs and, subject to Section 6.09, the NDCs for the Products, in each case, solely for the purpose of utilizing the labels and packaging, and advertising, marketing, sales and promotional materials, for the Products as they exist on the Closing Date; provided, however, that to the extent Purchaser has not sold or otherwise disposed of Finished Goods, Samples or Products bearing the Seller Names and UPCs prior to nine months following the Closing Date, the Limited License Period shall be extended until the earlier of (i) the date Purchaser sells or otherwise disposes of Finished Goods, Samples and Products and (ii) 16 months after the Closing Date. (b) Promptly upon the expiration of the Limited License Period, Purchaser shall, and shall cause its Affiliates to, destroy and dispose of all labels and packaging, and all advertising, marketing, sales and promotional materials, in each case in its possession or subject to its control, bearing any Seller Names; provided, however, that the expiration of the Limited License Period shall not restrict Purchaser and its Affiliates from selling the Inventories acquired by Purchaser on the Closing Date. (c) In no event shall Purchaser or any of its Affiliates (i) use any Seller Names in any manner or for any purpose materially different from the use of such Seller Names by Seller and its Affiliates immediately prior to the Closing Date to market, distribute and sell the Products or (ii) manufacture or produce, or cause or permit any third party to manufacture or produce, any new labels, packaging or advertising, marketing, sales and promotional materials using or otherwise incorporating any Seller Names in any manner. (d) The quality of the Products sold by Purchaser under any Seller Names must be of a sufficiently high quality to be generally comparable to the quality of the Products sold by Seller prior to the Closing Date. At the reasonable request of Seller, Purchaser will send Seller samples of such Products. In the event Purchaser materially breaches this Section 6.10(d) and fails to cure such breach within 60 days after Seller notifies Purchaser in writing of such breach, Seller may terminate the license to such Seller Names under Section 6.10(a) by delivery to Purchaser of a written notice of termination. (e) Purchaser hereby agrees to (i) protect the Seller Names with at least the same degree of care that Purchaser uses to protect its own corporate names and logos, but in no case less than reasonable care, (ii) use the Seller names in compliance with applicable Law and (iii) to indemnify Seller and the other Seller Indemnitees from and against any and all Losses incurred or suffered in connection with, or resulting from, use of any Seller Names by Purchaser or any of its Affiliates (or any third party acting on behalf of Purchaser or any of its Affiliates) permitted under this Section 6.10; provided, however, that Purchaser shall not be required to indemnify Seller against any Losses arising from the infringement or misappropriation by the Seller Names of the IP rights of another Person (so long as Purchaser does not use the Seller Names in a manner which differs from Seller’s use prior to Closing). (f) Notwithstanding the transfer of any labels or packaging, or any advertising, marketing, sales and promotional materials, Purchaser acknowledges that this Agreement does not, and shall not, convey, transfer or assign any right, title, license or interest in any Trademarks of Seller or any of its Affiliates other than the Transferred Trademark Rights. (g) Notwithstanding the foregoing, the Parties acknowledge that this Agreement does not, and shall not, convey, transfer or assign any right, title, license or interest in any Trademark of any third party.

Purchaser Use of Seller Names. (a) During the period commencing on the Closing Date and ending nine months thereafter lasting until the later of (i) [*] and (ii) [*] (the “Limited License Period”), Seller hereby grants, on behalf of itself and its Affiliates, to Purchaser and its Affiliates a limited, non-exclusive, worldwide, fully paid up royalty-free right and license to use the Seller Names, the UPCs and, subject to Section 6.09, the NDCs for the Products, in each case, solely for the purpose of utilizing the labels and packaging, and advertising, marketing, sales and promotional materials, for the Products as they exist on the Closing Date; provided, however, that to the extent Purchaser has not sold or otherwise disposed of Finished Goods, Samples or Products bearing the Seller Names and UPCs prior to nine months following the Closing Date, the Limited License Period shall be extended until the earlier of (i) the date Purchaser sells or otherwise disposes of Finished Goods, Samples and Products and (ii) 16 months after the Closing Date[*]. (b) Promptly upon the expiration of the Limited License Period, Purchaser shall, and shall cause its Affiliates to, destroy and dispose of all labels and packaging, and all advertising, marketing, sales and promotional materials, in each case in its possession or subject to its control, bearing any Seller Names; provided, however, that the expiration of the Limited License Period shall not restrict Purchaser and its Affiliates from selling the Inventories acquired by Purchaser on the Closing Date[*]. (c) In no event shall Purchaser or any of its Affiliates (i) use any Seller Names in any manner or for any purpose materially different from the use of such Seller Names by Seller and its Affiliates immediately prior to the Closing Date to market, distribute and sell the Products [*] or (ii) manufacture or produce, or cause or permit any third party to manufacture or produce, any new labels, packaging or advertising, marketing, sales and promotional materials using or otherwise incorporating any Seller Names in any manner[*]. (d) The quality of the acquired inventory of Specified Products sold by Purchaser under any Seller Names must be of a sufficiently high quality to be generally comparable to the same quality of the Specified Products sold by Seller prior to the Closing Date. At Without limiting the reasonable request of Sellerforegoing, Purchaser will send agrees that it and its Affiliates and sublicensees will: (i) use reasonable efforts to ensure that all Specified Products that are sold bearing the Seller samples of such Products. In the event Purchaser materially breaches this Section 6.10(dNames are sold in compliance with all Health Laws; (ii) and fails to cure such breach within 60 days after Seller notifies Purchaser in writing of such breach, Seller may terminate the license to not use such Seller Names under Section 6.10(a) by delivery to Purchaser in a way that might materially prejudice their distinctiveness or validity or the goodwill of a written notice of termination. (e) Purchaser hereby agrees to (i) protect Seller therein and includes the Seller Names with at least the same degree of care that Purchaser uses to protect its own corporate names and logos, but in no case less than reasonable care, (ii) use the Seller names in compliance with applicable Law trademark registration symbol ® or ™ as appropriate; and (iii) not use any trademarks or trade names so resembling any of such Seller Names as to be likely to cause confusion or deception. Purchaser hereby agrees to indemnify Seller and the other Seller Indemnitees Indemnified Party from and against any and all Losses Damages incurred or suffered in connection with, or resulting from, use of any Seller Names by Purchaser or any of its Affiliates (or any third party acting on behalf of Purchaser or any of its Affiliates) permitted under this Section 6.10; provided, however, that Purchaser shall not be required to indemnify Seller against any Losses arising from the infringement or misappropriation by the Seller Names of the IP rights of another Person (so long as Purchaser does not use the Seller Names in a manner which differs from Seller’s use prior to Closing)4.10. (fe) Notwithstanding the transfer of any labels or packaging, or any advertising, marketing, sales and promotional materials, Purchaser acknowledges that this Agreement does not, and shall not, convey, transfer or assign any right, title, license or interest in any Trademarks trademarks of Seller or any of its Affiliates other than the Transferred Trademark RightsTrademarks Rights included in the Specified IP Rights and Purchaser retains all such rights. (g) Notwithstanding the foregoing, the Parties acknowledge that this Agreement does not, and shall not, convey, transfer or assign any right, title, license or interest in any Trademark of any third party.

Purchaser Use of Seller Names. (a) During the period commencing on the Closing Date and ending nine months thereafter [*****] (the “Limited License Period”), Seller hereby grants, on behalf of itself and shall cause its AffiliatesAffiliates to grant, to Purchaser and its Affiliates a limited, non-exclusive, worldwide, fully paid up royalty-free right and license license, to the extent permitted by Law, to use the Seller Names, the UPCs and, subject to Section 6.09, the NDCs for the Products, in each case, Names solely for the purpose of utilizing the labels and packaging, and advertising, marketing, sales and promotional materials, for the Products as they exist on in the Closing Date; provided, however, that to the extent Purchaser has not sold or otherwise disposed of Finished Goods, Samples or Products bearing the Seller Names and UPCs prior to nine months following the Closing Date, the Limited License Period shall be extended until the earlier of (i) the date Purchaser sells or otherwise disposes of Finished Goods, Samples and Products and (ii) 16 months after the Closing DateTerritory. (b) Promptly upon the expiration of the Limited License Period, Purchaser shall, and shall cause its Affiliates to, destroy and dispose of all labels and packaging, and all advertising, marketing, sales and promotional materials, in each case in its possession or subject to its control, bearing any Seller Names; provided, however, that the expiration of the Limited License Period shall not restrict Purchaser and its Affiliates from selling the Inventories or any finished goods inventory of Product acquired by Purchaser on after the Closing DateLimited License Period, in accordance with the Transition Agreements. (c) In no event shall Purchaser or any of its Affiliates (i) use any Seller Names in any manner or for any purpose materially substantially different from the use of such Seller Names by Seller and its Affiliates immediately prior to the Closing Date to market, distribute and distribute, sell or otherwise commercialize the Products in the Territory or (ii) manufacture or produce, or cause or permit any third party to manufacture or produce, any new labels, packaging or advertising, marketing, sales and promotional materials using or otherwise incorporating any Seller Names in any manner. (d) The quality of the acquired Inventories and finished goods inventory of Products sold by Purchaser under any Seller Names must be of a sufficiently high quality to be generally comparable to the quality of the Products sold by Seller prior to the Closing Date. At the reasonable request of Seller, Purchaser will send Seller samples of such Inventories or finished goods inventory of Products. In the event Purchaser materially breaches this Section 6.10(d6.13(d) and fails to cure such breach within 60 sixty (60) days after Seller notifies Purchaser in writing of such breach, Seller may terminate the license to such Seller Names under Section 6.10(a6.13(a) by delivery to Purchaser of a written notice of termination. If Purchaser disputes in good faith the existence or materiality of an alleged breach specified in a notice provided by Seller pursuant to this Section 6.13(d), and provides notice to Seller of such dispute within the sixty (60) day period following the date that Seller notified Purchaser of the breach, Purchaser will not have the right to terminate the license to such Seller Names unless and until the existence of such material breach has been finally determined in accordance with the dispute resolution provisions of Section 10.11 and Purchaser fails to cure such breach within twenty (20) days following such determination. (e) Purchaser hereby agrees to (i) protect the Seller Names with at least the same degree of care that Purchaser uses to protect its own corporate names and logos, but in no case less than reasonable care, (ii) use the Seller names in compliance with applicable Law and (iii) to indemnify Seller and the other Seller Indemnitees from and against any and all Losses incurred or suffered in connection with, or resulting from, use of any Seller Names by Purchaser or any of its Affiliates (or any third party acting on behalf of Purchaser or any of its Affiliates) permitted under this Section 6.10; provided, however, that Purchaser shall not be required to indemnify Seller against any Losses arising from the infringement or misappropriation by the Seller Names of the IP rights of another Person (so long as Purchaser does not use the Seller Names in a manner which differs from Seller’s use prior to Closing)6.13. (f) Notwithstanding the transfer of any labels or packaging, or any advertising, marketing, sales and promotional materials, Purchaser acknowledges that this Agreement does not, and shall not, convey, transfer or assign any right, title, license or interest in any Trademarks of Seller or any of its Affiliates other than the Transferred Trademark Rights. (g) Notwithstanding the foregoing, the Parties acknowledge that this Agreement does not, and shall not, convey, transfer or assign any right, title, license or interest in any Trademark of any third party.

Purchaser Use of Seller Names. (a) During the period commencing on the Closing Date and ending nine months [***] thereafter (the “Limited License Period”), Seller hereby grants, on behalf of itself and shall cause its AffiliatesAffiliates to grant, to Purchaser and its Affiliates a limited, non-exclusive, worldwide, fully paid up royalty-free right and license to use the Seller Names, and the UPCs and, subject to Section 6.09, the NDCs for each of the Products, in each case, case solely for the purpose of utilizing the labels and packaging, and advertising, marketing, sales and promotional materials, for the Products as they exist on the Closing Date; provided, however, that to the extent Purchaser has not sold or otherwise disposed of Finished Goods, Samples or Products bearing the Seller Names and UPCs prior to nine months following the Closing Date, the Limited License Period shall be extended until the earlier of (i) the date Purchaser sells or otherwise disposes of Finished Goods, Samples and Products and (ii) 16 months after the Closing Date. (b) Promptly upon the expiration of the Limited License Period, Purchaser shall, and shall cause its Affiliates to, destroy and dispose of all labels and packaging, and all advertising, marketing, sales and promotional materials, in each case in its possession or subject to its control, bearing any Seller Names; provided, however, that the expiration of the Limited License Period shall not restrict Purchaser and its Affiliates from selling the Inventories or any finished goods inventory of Product acquired by Purchaser on the Closing Date, acquired through any purchase order for Products constituting an Assumed Liability pursuant to Section 2.04(b) after the Limited License Period or acquired by Purchaser from Seller pursuant to the terms and conditions in any Ancillary Agreement. (c) In no event shall Purchaser or any of its Affiliates (i) use any Seller Names in any manner or for any purpose materially different from the use of such Seller Names by Seller and its Affiliates immediately prior to the Closing Date to market, distribute and sell the Products or (ii) manufacture or produce, or cause or permit any third party to manufacture or produce, any new labels, packaging or advertising, marketing, sales and promotional materials using or otherwise incorporating any Seller Names in any manner. (d) The quality of the acquired Inventories and finished goods inventory of Products sold by Purchaser under any Seller Names must be of a sufficiently high quality to be generally comparable to the quality of the Products sold by Seller prior to the Closing Date. At the reasonable request of Seller, Purchaser will send Seller samples of such Inventories or finished goods inventory of Products. In the event Purchaser materially breaches this Section 6.10(d) and fails to cure such breach within 60 days [***] after Seller notifies Purchaser in writing of such breach, Seller may terminate the license to such Seller Names under Section 6.10(a) by delivery to Purchaser of a written notice of termination. If Purchaser disputes in good faith the existence or materiality of an alleged breach specific in a notice provided by Seller pursuant to this Section 6.10(d), and provides notice to Seller of such dispute within the [***] period following the date that Seller notified Purchaser of the breach, Purchaser will not have the right to terminate the license to such Inventories or finished goods inventory of Products unless and until the existence of such material breach has been finally determined in accordance with the dispute resolution provisions of Section 10.11 and Purchaser fails to cure such breach within [***] following such determination. (e) Purchaser hereby agrees to (i) protect the Seller Names with at least the same degree of care that Purchaser uses to protect its own corporate names and logos, but in no case less than reasonable care, (ii) use the Seller names in compliance with applicable Law and (iii) to indemnify Seller and the other Seller Indemnitees from and against any and all Losses incurred or suffered in connection with, or resulting from, use of any Seller Names by Purchaser or any of its Affiliates (or any third party acting on behalf of Purchaser or any of its Affiliates) permitted under this Section 6.10; provided, however, that Purchaser shall not be required to indemnify Seller against any Losses arising from the infringement or misappropriation by the Seller Names of the IP rights of another Person (so long as Purchaser does not use the Seller Names in a manner which differs from Seller’s use prior to Closing). (f) Notwithstanding the transfer of any labels or packaging, or any advertising, marketing, sales and promotional materials, Purchaser acknowledges that this Agreement does not, and shall not, convey, transfer or assign any right, title, license or interest in any Trademarks of Seller or any of its Affiliates other than the Transferred Trademark Rights. (gf) Notwithstanding the foregoing, the Parties acknowledge that this Agreement does not, and shall not, convey, transfer or assign any right, title, license or interest in any Trademark of any third party.