Common use of Registration, Maintenance and Ownership Clause in Contracts

Registration, Maintenance and Ownership. 10.1.1 BioNumerik will use reasonable best efforts to obtain one global trademark to be used for the Product(s), which is defined in this Agreement as the "Product Trademark". BioNumerik will inform ASTA Medica at intervals about the efforts of obtaining the Product Trademark. The choice of Product Trademark will be made by mutual agreement of BioNumerik and ASTA Medica. In addition to the foregoing, ASTA Medica will check its pool of protected trademarks and will provide BioNumerik with potential Product Trademark proposals if available. If ASTA Medica and BioNumerik select a trademark for the Product(s) that is owned by ASTA Medica, ASTA Medica shall grant and hereby does grant BioNumerik an exclusive royalty-free perpetual paid-up license (with the right to sublicense) to use such trademark in all parts of the world outside the Territory. If the Parties use a trademark for the Product(s) that is owned by BioNumerik, BioNumerik shall grant and hereby does grant ASTA Medica an exclusive royalty-free perpetual paid up license (with the right to sublicense) to use such Product Trademark in all parts of the Territory. Should no global Product Trademark be available or should a given trademark be available but not be acceptable in some jurisdiction (e.g. for linguistic reasons), the Parties will seek and reach agreement on an alternative trademark for such jurisdiction. The ownership, use and licensing of such alternative trademark shall be governed by the same provisions as those contained herein regarding the ownership, use, and licensing of the Product Trademark 10.1.2 BioNumerik agrees to register and maintain the Product Trademark at the expense of BioNumerik for use in and association with Product(s) and such other Trademarks in the Territory in respect of the Product(s) as ASTA Medica and BioNumerik shall approve. ASTA Medica agrees to assist in such registration, if requested by BioNumerik and to sell the Product(s) only under such Trademarks as may be agreed to in writing with BioNumerik. 10.1.3 ASTA Medica agrees that, except for Trademarks selected from the ASTA Medica pool, as expressly provided in Section 10.1.1 above, and for the name and housemark (logo) "ASTA Medica" both in word and word-and-design form, BioNumerik shall be the exclusive owner of all registered and unregistered trademarks and/or service marks associated with the Product(s) (collectively, "BioNumerik Related Trademark Rights"), including, but not limited to the Trademarks and the "BioNumerik" name and housemark (logo). 10.1.4 BioNumerik shall remain free to use and grant rights to the use of the Trademarks (a) outside of the Territory and (b) inside of the Territory with respect to the "BioNumerik" name and housemark (logo) in connection with products, activities and uses other than the sale and distribution of Product(s). 10.1.5 ASTA Medica acknowledges the validity of the BioNumerik Related Trademark Rights in the Territory. ASTA Medica shall take due care not to do or cause to be done any action or omission which adversely affects the validity of the BioNumerik Related Trademark Rights or jeopardizes the maintenance thereof, either during the term of this Agreement or thereafter. 10.1.6 BioNumerik acknowledges the validity of the trademarks selected from the ASTA Medica pool in and outside the Territory. BioNumerik shall take due care not to do or cause to be done any action or omission which adversely affects the validity of these trademarks or jeopardizes the maintenance thereof, either during the term of this Agreement or thereafter. 10.1.7 ASTA Medica agrees that it will maintain the quality control standards for the Trademarks and BioNumerik Related Trademark Rights set forth by BioNumerik and agreed by ASTA Medica (ASTA Medica shall not unreasonably withhold such agreement) and will ensure that any sublicensee using the Trademarks and BioNumerik Related Trademark Rights in the Territory shall be subject to similar standards of quality control.

Registration, Maintenance and Ownership. 10.1.1 BioNumerik will use reasonable best efforts to obtain one global trademark to be used for the Product(s), which is defined in this Agreement as the "Product Trademark". BioNumerik will inform ASTA Medica at intervals about the efforts of obtaining the Product Trademark. The choice of Product Trademark will be made by mutual agreement of BioNumerik and ASTA Medica. In addition to the foregoing, ASTA Medica will check its pool of protected trademarks and will provide BioNumerik with potential Product Trademark proposals if available. If ASTA Medica and BioNumerik select a trademark for the Product(s) that is owned by ASTA Medica, ASTA Medica shall grant and hereby does grant BioNumerik an exclusive royalty-free perpetual paid-up license (with the right to sublicense) to use such trademark in all parts of the world outside the Territory. If the Parties use a trademark for the Product(s) that is owned by BioNumerik, BioNumerik shall grant and hereby does grant ASTA Medica an exclusive royalty-free perpetual paid up license (with the right to sublicense) to use such Product Trademark in all parts of the Territory. Should no global Product Trademark be available or should a given trademark be available but not be acceptable in some jurisdiction (e.g. for linguistic reasons), the Parties will seek and reach agreement on an alternative trademark for such jurisdiction. The ownership, use and licensing of such alternative trademark shall be governed by the same provisions as those contained herein regarding the ownership, use, and licensing of the Product Trademark 10.1.2 BioNumerik agrees to register and maintain the Product Trademark at the expense of BioNumerik for use in and association with Product(s) and such other Trademarks in the Territory in respect of the Product(s) as ASTA Medica and BioNumerik shall approve. ASTA Medica agrees to assist in such registration, if requested by BioNumerik and to sell the Product(s) only under such Trademarks as may be agreed to in writing with BioNumerik. 10.1.3 ASTA Medica agrees that, except for Trademarks selected from the ASTA Medica pool, as expressly provided in Section 10.1.1 above, and for the name and housemark (logo) "ASTA Medica" both in word and word-and-design form, BioNumerik shall be the exclusive owner of all registered and unregistered trademarks and/or service marks associated with the Product(s) (collectively, "BioNumerik Related Trademark Rights"), including, but not limited to the Trademarks and the "BioNumerik" name and housemark (logo). 10.1.4 BioNumerik shall remain free to use and grant rights to the use of the Trademarks (a) outside of the Territory and (b) inside of the Territory with respect to the "BioNumerik" name and housemark (logo) in connection with products, activities and uses other than the sale and distribution of Product(s). 10.1.5 ASTA Medica acknowledges the validity of the BioNumerik Related Trademark Rights in the Territory. ASTA Medica shall take due care not to do or cause to be done any action or omission which adversely affects the validity of the BioNumerik Related Trademark Rights or jeopardizes the maintenance thereof, either during the term of this Agreement or thereafter. 10.1.6 BioNumerik acknowledges the validity of the trademarks selected from the ASTA Medica pool in and outside the Territory. BioNumerik shall take due care not to do or cause to be done any action or omission which adversely affects the validity of these trademarks or jeopardizes the maintenance thereof, either during the term of this Agreement or thereafter. 10.1.7 ASTA Medica agrees that it will maintain the quality control standards for the Trademarks and BioNumerik Related Trademark Rights set forth by BioNumerik and agreed by ASTA Medica (ASTA Medica shall not unreasonably withhold such agreement) and will ensure that any sublicensee using the Trademarks and BioNumerik Related Trademark Rights in the Territory shall be subject to similar standards of quality control.agrees