Retained Marks. (a) From and after the Closing, except in accordance with the license to Retained Marks granted to Buyer in Section 9.6(b), neither Buyer nor any of its Controlled Affiliates shall have any right to use any Retained Xxxx and Buyer shall (and shall cause each of its Controlled Affiliates to) cease all use of each Retained Xxxx and not hold itself out as having any affiliations with Seller Parent or any of its Affiliates other than the Transferred Group. Without limitation of the foregoing, Buyer shall cause each of the Transferred Entities to specify on their websites that the Business is not affiliated with Seller Parent. “Retained Marks” means all business names, trade names, trademarks, trade dress and domain names of Seller Parent or any Affiliate of Seller Parent other than the Transferred Group, any derivative thereof, or any word that is confusingly similar thereto and, for the avoidance of doubt, shall include all business names, trade names, trademarks and domain names consisting of, or that include, the name “MEDICINES COMPANY” or “MEDCO”; provided, however, that the Retained Marks shall not include the business names, trade names, trademarks and domain names that are included in the Acquired Assets.
Retained Marks. (a) From and after the Closing, except in accordance with the license to Retained Marks granted to Buyer (and/or one or more of its designated Subsidiaries) in Section 9.8(b), neither Buyer nor any of its Affiliates shall have any right to use any Retained Xxxx and Buyer shall (and shall cause each of its Affiliates to) cease all use of each Retained Xxxx and not hold itself out as having any affiliations with Seller Parent or any of its Affiliates. “Retained Marks” means all business names, trade names, trademarks, trade dress and domain names of Seller Parent or any Affiliate of Seller Parent, any derivative thereof, or any word that is similar in sound or appearance to any of the foregoing or is otherwise confusingly similar thereto and, for the avoidance of doubt, shall include all business names, trade names, trademarks and domain names consisting of, or that include, the name “MEDICINES COMPANY” or “MEDCO”; provided, however, that the Retained Marks shall not include the business names, trade names, trademarks and domain names that are included in the Acquired Assets.
Retained Marks. From and after the Closing, except in accordance with the license to Retained Marks granted to Buyer in Section 1.1(f)(iii), neither Buyer nor any Acquired Company or Business Subsidiary shall have any right to use any Retained Xxxx and Buyer shall (and shall cause each of its Affiliates (including the Acquired Companies and the Business Subsidiaries) to) cease all use of each Retained Xxxx and not hold itself out as having any affiliations with Parent or any of its Affiliates. Without limitation of the foregoing, other than in accordance with the license to Retained Marks granted to Buyer in Section 1.1(f)(iii), from and after the Closing, Buyer shall, and shall cause each of its Affiliates to, specify in all correspondence, communications or other dissemination of information regarding the Businesses or any Acquired Company or Business Subsidiary made by Buyer or any of its Affiliates that the Businesses, the Acquired Companies and Business Subsidiaries and their respective Affiliates are not affiliated with Parent. “Retained Marks” means all business names, trade names, trademarks, trade dress and domain names of Parent or any Affiliate of Parent (other than an Acquired Company or Business Subsidiary), any derivative thereof, or any word that is similar in sound or appearance to any of the foregoing or is otherwise confusingly similar thereto and, for the avoidance of doubt, shall include all business names trade names, trademarks and domain names consisting of, or that include, the name “MEDICINES COMPANY” or “MEDCO”; provided, however, that the Retained Marks shall not include the business names, trade names, trademarks and domain names that are included in the Acquired Assets or that are owned by any Acquired Company or Business Subsidiary or any trade names, trademarks, service marks, or trade dress primarily or solely associated with any of the Product or any one or more of the Acquired Companies or Business Subsidiaries.
Retained Marks. Upon the Closing, Parent and its Affiliates (which, for the purposes of this Section 7.5 shall include the Company) shall cease and discontinue all uses of the trademarks and tradenames set forth on Schedule 7.5 (the “Retained Marks”), which shall include as promptly as practicable changing the name of the Company to remove the term “Apex.” Parent, for itself and its Affiliates, agrees that the rights of the Company to the Retained Marks pursuant to the terms of any agreements, both oral and written, and custom of dealing, between the Seller and its Affiliates, on the one hand, and the Company, on the other, shall terminate as of the Closing.
Retained Marks. From and after the Closing, neither Buyer nor any Affiliate thereof shall have any right to use any Retained Mark, and Buyer shall (and shall cause each of its Affiliates to) cease all use of each Retained Mark. “
Retained Marks. From and after the Closing, neither Buyer nor any Affiliate thereof shall have any right to use any Retained Xxxx and Buyer shall (and shall cause each of its Affiliates to) cease all use of each Retained Xxxx and not hold itself out as having any affiliations with Seller or any of its Affiliates. Further, from and after the Closing, Buyer shall, and shall cause each of its Affiliates to, specify in all correspondence, communications or other dissemination of information regarding the Business made by Buyer or any of its Affiliates that the Business is not affiliated with Seller, except that Buyer and its Affiliates shall be permitted to offer or sell Inventory of the Product under Seller’s Retained Marks acquired at Closing or packaged pursuant to Section 7.2(a) for up to twenty-four (24) months after Closing and use Transferred Promotional Materials and Transferred Medical Materials or reprints thereof for up to twelve (12) months after Closing. “Retained Marks” means all business names, trade names, trademarks and domain names of Seller or any Affiliate of Seller, any derivative thereof, or any word that is similar in sound or appearance to any of the foregoing or is otherwise confusingly similar thereto and, for the avoidance of doubt, shall include all business names trade names, trademarks and domain names consisting of, or that include, the name “Lexicon Pharmaceuticals” or “Lexicon”; provided, however, that the Retained Marks shall not include the business names, trade names, trademarks and domain names that expressly constitute Transferred Trademarks.
Retained Marks. Sellers are not conveying ownership rights or granting Buyer a license under this Agreement to use any of the Retained Names and Marks.
Retained Marks. (a) Notwithstanding anything herein to the contrary, no interest in or right to use the VasCon name or any variations thereof (each, a “Retained Mxxx”, and collectively, the “Retained Marks”) is being transferred to the Purchaser Sub pursuant to the Transaction. The Purchaser Sub will, following the Closing Date, use its commercially reasonable efforts to remove or obliterate the Retained Marks from its signs, advertisements, marketing brochures, purchase orders, invoices, and other materials.
Retained Marks. Buyer agrees that within forty-five (45) days following the Closing, it will cease any and all use of the Xxxxx trade name and trademark (the “Retained Marks”) or any name or trademark incorporating or confusingly similar to the Retained Marks, including without limitation any use of the Retained Marks on any stationery, Web sites, advertising, promotional or other materials. The right of the Buyer to use the Retained Marks during the period referred to in this section is subject to the following conditions: (i) Buyer will use commercially reasonable efforts to comply with Seller’s quality control standards made known to Buyer in writing with respect to use of the Retained Marks and will submit to Seller, before use, any materials created by Buyer after the Closing, including without limitation advertising materials, on which the Retained Marks appear for Seller’s approval; (ii) Buyer acknowledges that the Retained Marks shall remain the property of Seller, and that all use of the Retained Marks by the Buyer shall inure to the benefit of Seller; and (iii) Buyer shall not use the Retained Marks in any other way that, to Buyer’s knowledge, would jeopardize their strength or validity or diminish their value.
Retained Marks. (a) Not later than one hundred twenty (120) days following the Closing, except as otherwise expressly provided herein, Buyer shall, and shall cause the Company to, cease and permanently discontinue any and all uses of any trademarks, tradenames, logos or any contraction, abbreviation or simulation of Seller (or any Affiliates of Seller, other than the Company) (the “Retained Marks”) and, at all times following the Closing, Buyer will not, and will cause the Company not to, hold itself out as having any affiliations with Seller or any Affiliate of Seller (other than the Company); provided, however, that during and after the one hundred twenty (120) day period, the Company may continue to report on the Company’s websites and other material that the Company was acquired from Seller. Notwithstanding anything to the contrary, Buyer and the Company shall not be deemed to have violated this Section 8.4(a) after such one hundred twenty (120) day period by reason of: (i) their use of IT Assets and other similar articles used for internal purposes only in connection with the Business which are not displayed or distributed to the public, notwithstanding that they may bear one or more of the Retained Marks as of the Closing Date; (ii) the appearance of the Retained Marks on any manuals, work sheets, operating procedures, other written or electronic data, materials or assets (including computer source code) in existence as of the Closing Date and that are used for internal purposes only in connection with the Business; (iii) the appearance of the Retained Marks in or on any third party’s publications, marketing materials, brochures, equipment or products that were distributed in the Ordinary Course of Business or pursuant to a Contract prior to the Closing Date, and that generally are in the public domain, or any other similar uses by any such third party over which Buyer has no control; or (iv) the use by Buyer or the Company of a Retained Mark in a non-trademark manner, including for purposes of conveying to customers or the general public that the Company is no longer affiliated with Seller, or to reference historical details concerning the Company or make historical reference to Retained Marks; provided that, in the cases of clauses (i) and (ii) of this sentence, Buyer and the Company shall use commercially reasonable efforts to remove such appearances of the Retained Marks within one hundred and eighty (180) days after such one hundred and twenty (120) day period)...
