Common use of Retained Names Clause in Contracts

Retained Names. (i) As soon as reasonably practicable, but in no event later than forty-five (45) days after the Closing, unless a longer period of time is necessary to comply with applicable Law (including to the extent a longer period of time is necessary to assign or update any Product Registrations, Manufacturing Registrations, or Governmental Authorizations or for legal or regulatory compliance purposes) (“Compliance Requirements”), and, in such event, as reasonably promptly as possible as allowed under applicable Law, Purchaser shall cause each Conveyed Subsidiary (and each Subsidiary thereof) to file to change its name and cause its certificate of incorporation (or equivalent organizational document), as applicable, to be amended to remove any and all references to (A) “Pfizer”, “Wyeth” or “Pfizer Consumer Health”, and (B) all other Retained Names set forth in Section 1.1(E) of the Seller Disclosure Letter or otherwise designated by Seller Parent in writing prior to the Closing (clauses (A) and (B), collectively, the “Retained Brands”); and (ii) notwithstanding anything to the contrary in this Agreement, in the event any name change of any Conveyed Subsidiary (or Subsidiary thereof) in accordance with this Section 6.15(a) would take effect during the term of the Transition Services Agreement, including any extensions thereof, Purchaser shall (a) at least thirty (30) days prior to such name change, consult with Seller Parent regarding the contemplated change and (b) upon Seller Parent’s request, refrain from making any such change if Seller Parent determines in good faith that such change would reasonably be expected to result in additional cost or operation burden to Seller Parent or any of its Affiliates in connection with one or more Services (as defined in the Transition Services Agreement) provided by Seller Parent or any of its Affiliates under the Transition Services Agreement, until such time as is as soon as reasonably practicable after the term of the applicable Service (or Services) is terminated or expires pursuant to the terms of the Transition Services Agreement (the date that Purchaser is required to cause each Conveyed Subsidiary to make such name change filing in accordance with clauses (i) and (ii), the “Name Change Date”). Except as authorized pursuant to an Ancillary Agreement, as soon as reasonably practicable after the later of (a) the Closing, but in no event later than forty-five (45) days after the Closing (or, if later, by the later of the Name Change Date or such other date as agreed between Purchaser and Seller Parent) and (b) any longer period of time necessary with respect to any Compliance Requirement, Purchaser shall, and shall cause its Affiliates to, remove, strike over or otherwise obliterate all Retained Brands from all assets and other materials owned by the Conveyed Subsidiaries (and Subsidiaries thereof), including any sales and product literature, vehicles, business cards, schedules, stationery, packaging materials, displays, signage, advertising, marketing, promotional and related materials, training materials, audio and visual materials, manuals, forms, websites, social media pages and accounts, e-mail and e-mail addresses, computer software and other materials and systems, and shall cease and discontinue any other use of the Retained Brands as of the Closing in the operation of their businesses. Notwithstanding the foregoing, nothing in this Agreement is intended to prohibit any use (or require any removal, striking over, or other obliteration) by Purchaser or any of its Affiliates of any Retained Brand (x) for historical references, including in regulatory filings and to describe the past ownership and affiliation of the Business, and (y) in any manner as is or would have been permitted by applicable Law with respect to Trademarks, including fair use, or nominal use, and other uses not prohibited by Law.

Retained Names. (i) As soon as reasonably practicable, but in no event later than forty-five (45) days From and after the Closing, unless a longer period of time is necessary to comply with applicable Law (including to the extent a longer period of time is necessary to assign or update any Product Registrationsexcept as expressly provided in this Section 5.15, Manufacturing Registrations, or Governmental Authorizations or for legal or regulatory compliance purposes) (“Compliance Requirements”), and, in such event, as reasonably promptly as possible as allowed under applicable Law, Purchaser shall cause each Conveyed Subsidiary (and each Subsidiary thereof) to file to change its name and cause its certificate of incorporation (or equivalent organizational document), as applicable, to be amended to remove any and all references rights of the Business Companies to (A) “Pfizer”, “Wyeth” or “Pfizer Consumer Health”, and (B) all other use the Retained Names set forth in Section 1.1(E) shall terminate as of the Seller Disclosure Letter or otherwise designated by Seller Closing and shall immediately revert to Parent in writing prior to and its Affiliates (other than the Closing (clauses (A) and (BBusiness Companies), collectively, the “Retained Brands”); along with any and (ii) notwithstanding anything to the contrary in this Agreement, in the event any name change of any Conveyed Subsidiary (or Subsidiary thereof) in accordance with this Section 6.15(a) would take effect during the term of the Transition Services Agreement, including any extensions thereof, Purchaser shall (a) at least thirty (30) days prior to such name change, consult with Seller Parent regarding the contemplated change and (b) upon Seller Parent’s request, refrain from making any such change if Seller Parent determines in good faith that such change would reasonably be expected to result in additional cost or operation burden to Seller Parent or any of its Affiliates in connection with one or more Services (all goodwill associated therewith. As promptly as defined in the Transition Services Agreement) provided by Seller Parent or any of its Affiliates under the Transition Services Agreement, until such time as is as soon as reasonably practicable after the term of the applicable Service (or Services) is terminated or expires pursuant to the terms of the Transition Services Agreement (the date that Purchaser is required to cause each Conveyed Subsidiary to make such name change filing in accordance with clauses (i) and (ii), the “Name Change Date”). Except as authorized pursuant to an Ancillary Agreement, as soon as reasonably practicable after the later of (a) following the Closing, but in no event later than forty-five thirty (4530) Business Days after the Closing, Buyer shall cause each Business Company to, as applicable, change its corporate or company name to remove any reference to the Retained Names and file in each jurisdiction in which each Business Company is qualified to do business all documents necessary to reflect such change of name or to terminate its qualification in such jurisdiction under such name. Buyer acknowledges that it has no rights or interests, and is not acquiring any rights or interests, directly or indirectly, through the Business Companies or otherwise, to use the Retained Names, except as expressly provided for in this Section 5.15. The Business Companies shall, for a period of ninety (90) calendar days after the Closing (orthe “Transition Period”), if laterbe entitled to use the existing letterheads, by policies and procedures and other internal documents and materials in existence and used in the later operation of the Name Change Date or Business as of the Closing, in each case, containing the Retained Names; provided that all such other date uses of the Retained Names shall be in substantially the same form and manner as agreed between Purchaser and Seller Parent) and (b) any longer period used in the Business as of time necessary with respect to any Compliance Requirementthe Closing. No later than the end of the Transition Period, Purchaser Buyer shall, and shall cause its Affiliates Subsidiaries (including the Business Companies) to, removerevise all letterheads, strike over or otherwise obliterate all Retained Brands from all assets policies and procedures and other internal documents and materials owned by the Conveyed Subsidiaries (and Subsidiaries thereof), including any sales and product literature, vehicles, business cards, schedules, stationery, packaging materials, displays, signage, advertising, marketing, promotional and related materials, training materials, audio and visual materials, manuals, forms, websites, social media pages and accounts, e-mail and e-mail addresses, computer software and other materials and systems, and shall cease and discontinue any other use of to delete all references to the Retained Brands Names. Except as of the Closing in the operation of their businesses. Notwithstanding the foregoing, nothing expressly provided in this Agreement Section 5.15, no other right to use the Retained Names is intended to prohibit any use (or require any removal, striking over, or other obliteration) granted by Purchaser Parent or any of its Affiliates of to Buyer, its Affiliates or, after the Closing, the Business Companies, whether by implication or otherwise, and nothing hereunder permits Buyer, its Affiliates or, after the Closing, the Business Companies, to use the Retained Names in any Retained Brand (x) for historical referencesmanner, including in regulatory filings and or to describe the past ownership and affiliation register or seek to register, or to permit, cause or assist any third party to register or to seek to register, any of the Business, and (y) Retained Names in any manner as is or would have been permitted by applicable Law with respect to Trademarks, including fair use, or nominal use, and other uses not prohibited by Lawjurisdiction.

Retained Names. (ia) As soon as reasonably practicable, but in no event No later than forty-five twenty (4520) days after following the ClosingDistribution Date, unless a longer period of time is necessary to comply with applicable Law (including to the extent a longer period of time is necessary to assign or update any Product RegistrationsVontier shall, Manufacturing Registrations, or Governmental Authorizations or for legal or regulatory compliance purposes) (“Compliance Requirements”), and, in such event, as reasonably promptly as possible as allowed under applicable Law, Purchaser and shall cause each Conveyed Subsidiary (and each Subsidiary thereof) to file the members of the Vontier Group, to change its name their names and cause its certificate their certificates of incorporation and bylaws (or equivalent organizational documentdocuments), as applicable, to be amended to remove any reference to the Fortive Retained Names. Following the Distribution Date, unless otherwise directed by Fortive, Vontier shall, and all references shall cause the members of the Vontier Group, to (Ai) “Pfizer”, “Wyeth” immediately cease to hold themselves out as having any affiliation with Fortive or “Pfizer Consumer Health”, and (B) all other Retained Names set forth in Section 1.1(E) any members of the Seller Disclosure Letter or otherwise designated by Seller Parent in writing prior Fortive Group (provided that this obligation shall not apply to inventory of printed materials of the Closing (clauses (A) and (BVontier Group existing as of the Distribution Date), collectively, the “Retained Brands”); and (ii) notwithstanding anything to the contrary in this Agreement, in the event any name change of any Conveyed Subsidiary (or Subsidiary thereof) in accordance with this Section 6.15(a) would take effect during the term of the Transition Services Agreement, including any extensions thereof, Purchaser shall (a) at least thirty (30) days prior to such name change, consult with Seller Parent regarding the contemplated change and (b) upon Seller Parent’s request, refrain from making any such change if Seller Parent determines in good faith that such change would reasonably be expected to result in additional cost or operation burden to Seller Parent or any of its Affiliates in connection with one or more Services (as defined in the Transition Services Agreement) provided by Seller Parent or any of its Affiliates under the Transition Services Agreement, until such time as is as soon as reasonably practicable after the term of the applicable Service (or Services) is terminated or expires pursuant to the terms of the Transition Services Agreement (the date that Purchaser is required to cause each Conveyed Subsidiary to make such name change filing in accordance with clauses (i) and (ii), the “Name Change Date”). Except as authorized pursuant to an Ancillary Agreement, as soon as reasonably practicable after the later of (a) the Closingpracticable, but in no event later than forty-five sixty (4560) days after following the Closing Distribution Date, cease to make any use of any Fortive Retained Names. In furtherance thereof, as soon as practicable but in no event later than six (or6) months following the Distribution Date, if later, by the later of the Name Change Date or such other date as agreed between Purchaser and Seller Parent) and (b) any longer period of time necessary with respect to any Compliance Requirement, Purchaser Vontier shall, and shall cause its Affiliates tothe members of the Vontier Group, to remove, strike over over, or otherwise obliterate all Fortive Retained Brands Names from all assets and other materials owned by or in the Conveyed Subsidiaries (and Subsidiaries thereof)possession of any member of the Vontier Group, including any sales and product literature, vehicles, business cards, schedules, stationery, packaging materials, displays, signage, advertising, marketingsigns, promotional and related materials, training materials, audio and visual materials, manuals, forms, websites, social media pages and accounts, e-mail and e-mail addressesemail, computer software and other materials and systems; provided, however, that Vontier shall promptly after the Distribution Date post a disclaimer in a form and manner reasonably acceptable to Fortive on the “xxx.xxxxxxx.xxx” website informing its customers that Vontier, and not Fortive, is responsible for the operation of the Vontier Business, including such website and any applicable services. Any use by the members of the Vontier Group of any of the Fortive Retained Names as permitted in this Section 4.2(a) is subject to their use of the Fortive Retained Names in a form and manner, and with standards of quality, of that in effect for the Fortive Retained Names as of the Distribution Date. Vontier and the members of the Vontier Group shall not use the Fortive Retained Names in a manner that may reflect negatively on such name and marks or on Fortive or any member of the Fortive Group. Upon expiration or termination of the rights granted to the Vontier Group pursuant to this Section, Vontier hereby assigns, and shall cease cause the other members of the Vontier Group to assign, to Fortive their rights (if any) to any Trademarks forming a part of or associated with the Fortive Retained Names. Fortive shall have the right to terminate the foregoing license, effective immediately, if any member of the Vontier Group fails to comply with the foregoing terms and discontinue conditions or otherwise fails to comply with any other reasonable direction of Fortive in relation to use of the Fortive Retained Brands as Names. Vontier shall indemnify, defend and hold harmless Fortive and the members of the Closing in Fortive Group from and against any and all Indemnifiable Losses arising from or relating to the operation use by any member of their businesses. Notwithstanding the foregoingVontier Group of the Fortive Retained Names pursuant to this Section 4.2(a). (b) Each of the Parties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 4.2 would be inadequate and agrees and consents that without intending to limit any additional remedies that may be available, nothing in this Agreement is intended Fortive and the members of the Fortive Group shall be entitled to prohibit a temporary or permanent injunction, without proof of actual damage or inadequacy of legal remedy, and without posting any use (or require any removal, striking over, bond or other obliteration) by Purchaser or undertaking, in any Action which may be brought to enforce any of its Affiliates the provisions of any Retained Brand (x) for historical references, including in regulatory filings and to describe the past ownership and affiliation of the Business, and (y) in any manner as is or would have been permitted by applicable Law with respect to Trademarks, including fair use, or nominal use, and other uses not prohibited by Lawthis Section 4.2.

Retained Names. (i) As soon Buyer, on behalf of itself and its Affiliates, acknowledges and agrees that except as reasonably practicable, but provided in no event later than forty-five (45) days after the Closing, unless a longer period of time is necessary to comply with applicable Law (including to the extent a longer period of time is necessary to assign following sentence or update any Product Registrations, Manufacturing Registrations, or Governmental Authorizations or for legal or regulatory compliance purposes) (“Compliance Requirements”), and, as provided in such event, as reasonably promptly as possible as allowed under applicable Law, Purchaser shall cause each Conveyed Subsidiary (and each Subsidiary thereof) to file to change its name and cause its certificate of incorporation (or equivalent organizational document), as applicable, to be amended to remove any and all references to (A) “Pfizer”, “Wyeth” or “Pfizer Consumer Health”, and (B) all other Retained Names set forth in Section 1.1(E) of the Seller Disclosure Letter or otherwise designated by Seller Parent in writing prior to the Closing (clauses (A) and (B), collectively, the “Retained Brands”); and (ii) notwithstanding anything to the contrary in this an Ancillary Agreement, in the event any name change of any Conveyed Subsidiary (or Subsidiary thereof) in accordance with this Section 6.15(a) would take effect during the term of the Transition Services Agreement, including any extensions thereof, Purchaser shall (a) at least thirty (30) days prior to such name change, consult with Seller Parent regarding the contemplated change and (b) upon Seller Parent’s request, refrain from making any such change if Seller Parent determines in good faith that such change would reasonably be expected to result in additional cost or operation burden to Seller Parent or neither Buyer nor any of its Affiliates (including, following the Closing, the Transferred Subsidiaries) have acquired or will acquire any right, title or interest in or to the Retained Names (or any goodwill associated therewith), including any right to use or display the Retained Names following the Closing. To the extent any Retained Names were used or displayed in connection with one the company names, corporate names, trade names or more Services “doing business as” filings (as defined in collectively, “Corporate Identity”) of the Transition Services Agreement) provided by Seller Parent or any Transferred Subsidiaries immediately prior to the Closing, the Transferred Subsidiaries may continue, for a period of its Affiliates under time not to exceed 90 days after the Transition Services AgreementClosing Date or, if applicable, until such time change of Corporate Identity is permitted under an applicable Permit (provided, that, Buyer shall, and shall cause its applicable Affiliates to, file all documents and take all actions, in each case, that are necessary to reflect such change under such Permit promptly, and in any event within 90 days, after the Closing Date) (the “Transitional Period”), to use and display such Retained Names solely in connection with the Corporate Identity of the Transferred Subsidiaries in substantially the same manner as is as they were so used or displayed immediately prior to the Closing. As soon as reasonably practicable after the term of the applicable Service (or Services) is terminated or expires pursuant to the terms of the Transition Services Agreement (the date that Purchaser is required to cause each Conveyed Subsidiary to make such name change filing in accordance with clauses (i) and (ii), the “Name Change Closing Date”). Except as authorized pursuant to an Ancillary Agreement, as soon as reasonably practicable after the later of (a) the Closing, but in no any event later than forty-five (45) days after prior to the Closing (or, if later, by the later expiration of the Name Change Date or such other date as agreed between Purchaser and Seller Parent) and (b) any longer period of time necessary with respect to any Compliance RequirementTransitional Period, Purchaser Buyer shall, and shall cause its Affiliates (including, following the Closing, the Transferred Subsidiaries) to, remove, strike over cease all use or otherwise obliterate display of all Retained Brands Names in the Corporate Identity of the Transferred Subsidiaries and take all steps necessary to remove all Retained Names from the Corporate Identity of the Transferred Subsidiaries. Buyer and its Affiliates (including, following the Closing, the Transferred Subsidiaries) (A) shall ensure that all assets products and other materials owned by services provided in connection with the Conveyed Subsidiaries Retained Names during the Transitional Period are of a level of quality equal to the quality of goods and services with respect to which Seller and its Affiliates used the Retained Names prior to the Closing, (and Subsidiaries thereof), including B) shall not modify the Retained Names as used prior to the Closing in any sales and product literature, vehicles, business cards, schedules, stationery, packaging materials, displays, signage, advertising, marketing, promotional and related materials, training materials, audio and visual materials, manuals, forms, websites, social media pages and accounts, e-mail and e-mail addresses, computer software and other materials and systemsrespect, and (C) at Seller’s reasonable request, shall cease provide appropriate documentation to confirm compliance with the foregoing. Buyer and discontinue its Affiliates (including, following the Closing, the Transferred Subsidiaries) agree that all goodwill arising from any other use or display of the Retained Brands as of the Closing in the operation of their businesses. Notwithstanding the foregoing, nothing in this Agreement is intended to prohibit any use (Names by Buyer or require any removal, striking over, or other obliteration) by Purchaser or any of its Affiliates (including, following the Closing, the Transferred Subsidiaries) will inure solely to the benefit of any Retained Brand (x) for historical references, including in regulatory filings Seller and to describe the past ownership and affiliation of the Business, and (y) in any manner as is or would have been permitted by applicable Law with respect to Trademarks, including fair use, or nominal use, and other uses not prohibited by Lawits Affiliates.

Retained Names. (a) Following the Closing, Buyer shall (i) As cause the Transferred Diversey Companies and their Subsidiaries, as soon as reasonably practicable, but in no event later than forty-five twenty (4520) days after Business Days following the ClosingClosing Date, unless a longer period of time is necessary to comply with applicable Law (including to the extent a longer period of time is necessary to assign or update any Product Registrations, Manufacturing Registrations, or Governmental Authorizations or for legal or regulatory compliance purposes) (“Compliance Requirements”), and, in such event, as reasonably promptly as possible as allowed under applicable Law, Purchaser shall cause each Conveyed Subsidiary (and each Subsidiary thereof) to file to change its name their names, including making any necessary legal filings with the appropriate Governmental Authority to effect such change, and cause its certificate the certificates of incorporation (or equivalent organizational documentdocuments), as applicable, of the Transferred Diversey Companies and their Subsidiaries to be amended to remove any and all references reference to (A) “Pfizer”, “WyethSealed Air Corporation” or “Pfizer Consumer Health”, and (B) all any other Retained Names set forth in Section 1.1(E) of the Seller Disclosure Letter or otherwise designated by Seller Parent in writing prior to the Closing (clauses (A) and (B), collectively, the “Retained Brands”); Name and (ii) notwithstanding anything to cause the contrary in this Agreement, in Transferred Diversey Companies and their Subsidiaries and the event any name change of any Conveyed Subsidiary (or Subsidiary thereof) in accordance with this Section 6.15(a) would take effect during the term of the Transition Services Agreement, including any extensions thereof, Purchaser shall (a) at least thirty (30) days prior to such name change, consult with Seller Parent regarding the contemplated change and (b) upon Seller Parent’s request, refrain from making any such change if Seller Parent determines in good faith that such change would reasonably be expected to result in additional cost or operation burden to Seller Parent or any of its Affiliates in connection with one or more Services (as defined in the Transition Services Agreement) provided by Seller Parent or any of its Affiliates under the Transition Services Agreement, until such time as is as soon as reasonably practicable after the term of the applicable Service (or Services) is terminated or expires pursuant to the terms of the Transition Services Agreement (the date that Purchaser is required to cause each Conveyed Subsidiary to make such name change filing in accordance with clauses (i) and (ii), the “Name Change Date”). Except as authorized pursuant to an Ancillary AgreementDiversey Asset Buyers, as soon as reasonably practicable after the later of (a) the Closingpracticable, but in no event later than forty-five twelve (4512) days after months following the Closing Date (orthe “Transition Period”), if later, by the later to cease to use or to permit any third party to use any Retained Names and hold themselves out as having any affiliation with Sellers or any of the Name Change Date or such other date as agreed between Purchaser and Seller Parent) and (b) any longer period of time necessary with respect to any Compliance Requirement, Purchaser shalltheir respective Affiliates, and shall cause its Affiliates to, remove, strike over over, or otherwise obliterate all Retained Brands Names from all assets and other materials Assets owned or possessed by the Conveyed Transferred Diversey Companies and their Subsidiaries and the Diversey Asset Buyers (and Subsidiaries thereofor otherwise destroy the same), including any sales and product literature, vehicles, business cards, schedules, stationery, packaging materials, displays, signage, advertising, marketingsigns, promotional and related materials, training materials, audio and visual materials, manuals, forms, websites, e-mail, social media pages and accounts, e-mail and e-mail addressescomputer software, computer software and other materials and systems. Subject to this Section 5.7(a) and Section 5.7(b), each applicable Seller hereby grants to Buyer, the Transferred Diversey Companies and their Subsidiaries, and shall cease and discontinue any other the Diversey Asset Buyers a non-exclusive, royalty-free, worldwide, irrevocable license during the Transition Period to use the Retained Names solely in connection with the operation of the Diversey Business. (b) Any use of the Retained Brands as Names by the Transferred Diversey Companies and their Subsidiaries permitted by this Section 5.7 shall be subject to the following conditions: (i) Use of the Closing Retained Names shall be in substantially the same form and manner, to no greater extent (without a material increase in the operation extent or type of uses of the Retained Names), and subject to the same standards of quality, of that used by the applicable Seller (or its applicable Affiliates) during the twelve (12)-month period prior to the Closing Date (such period, the “Look-back Period”); (ii) The Retained Names shall not be used in a manner that reflects negatively on such Retained Name or on SEE or any of its Affiliates; (iii) Buyer and its Affiliates shall not apply to register or register any of the Trademarks forming a part of the Retained Names; (iv) Any press release or similar public announcement or communication that references any of the Retained Names shall include a statement that Buyer, its Affiliates, as applicable, and SEE, are not Affiliates or otherwise related to each other; (v) Buyer and its Affiliates shall, in connection with all written uses of the Retained Names in connection with the Diversey Business, including on any packaging materials, displays, signs, promotional materials, forms, and websites, include a clear statement that the associated products or services are manufactured by or otherwise emanate from the Transferred Diversey Companies and their Subsidiaries and not from SEE; and (vi) Upon the expiration or termination of their businessesrespective rights under this Section 5.7, Buyer and its Affiliates hereby assign to SEE their rights, if any, to any Trademarks forming a part of with the Retained Names. (c) No use by or on behalf of Buyer, any Transferred Diversey Company (or any of its Subsidiaries), or a Diversey Asset Buyer of the Retained Names, or any component thereof, in a manner consistent with the practices of the applicable Seller (or its applicable Affiliates) during the Look-back Period shall constitute a breach of this Section 5.7. Notwithstanding Further, neither Buyer nor any Transferred Diversey Company (or any of its Subsidiaries) or any Diversey Asset Buyer shall be deemed to have violated this Section 5.7, even after the foregoingTransition Period, nothing by reason of: (i) the appearance of any Retained Name on any written or electronic data, materials, or assets that are used for internal purposes only in connection with the Diversey Business; or (ii) the use of any Retained Name in a non-trademark manner in textual sentences that is factually accurate and non-prominent for purposes of conveying to customers or the general public that the Diversey Business is no longer affiliated with SEE, or to reference historical details concerning or make historical reference to the Diversey Business. (d) Except as expressly provided in this Agreement is intended Section 5.7, Buyer and its Affiliates, other than the Transferred Diversey Companies and their Subsidiaries, shall have no right to prohibit use any use of the Retained Names. (e) Without limitation to any other remedies, if Buyer and its Affiliates fail to comply with the foregoing terms and conditions or require otherwise fail to comply with any removal, striking over, or other obliteration) by Purchaser reasonable direction of SEE or any of its Affiliates in relation to the use of the Retained Names, SEE shall (i) be entitled to a temporary, preliminary or permanent injunction or other equitable relief in accordance with Section 9.7 (in addition to any other remedy available at law or in equity) and (ii) have the right to terminate the foregoing license, effective twenty (20) Business Days after Buyer’s receipt of written notice from SEE of such failure to comply if such failure remains uncured. (f) No later than twenty (20) Business Days after the Closing, each Seller and each of its Affiliates shall cease any and all use of Trademarks included in the Diversey Assets (such Trademarks, the “Acquired Trademarks”). No Seller or any Seller Affiliate shall be deemed to have violated this Section 5.7(f) by reason of the use of any Retained Brand (x) for historical referencesAcquired Trademark in a non-trademark manner in textual sentences that is factually accurate and non-prominent, including in regulatory filings for purposes of conveying to customers or the general public that each Seller and each of its Affiliates is no longer operating the Diversey Business or to describe make historical reference to the past ownership and affiliation of the Diversey Business, and (y) in any manner as is or would have been permitted by applicable Law with respect to Trademarks, including fair use, or nominal use, and other uses not prohibited by Law.

Retained Names. (ia) As soon Buyer hereby acknowledges that, as reasonably practicablebetween the Parties and each of their respective Affiliates, but all right, title and interest in no event later than forty-five (45) days after and to the Closing, unless a longer period of time is necessary to comply with applicable Law Retained Names (including to the extent a longer period of time is necessary to assign or update any Product RegistrationsGSI Retained Name) are owned exclusively by Seller and/or its respective Affiliates. Buyer further acknowledges that, Manufacturing Registrations, or Governmental Authorizations or for legal or regulatory compliance purposes) (“Compliance Requirements”), and, in such event, except as reasonably promptly as possible as allowed under applicable Law, Purchaser shall cause each Conveyed Subsidiary (and each Subsidiary thereof) to file to change its name and cause its certificate of incorporation (or equivalent organizational document), as applicable, to be amended to remove any and all references to (A) “Pfizer”, “Wyeth” or “Pfizer Consumer Health”, and (B) all other Retained Names expressly set forth in Section 1.1(E) of the Seller Disclosure Letter or otherwise designated by Seller Parent in writing prior to the Closing (clauses (A) and (B5.1(b), collectivelyit has no rights, and is not acquiring any rights, to use the “Retained Brands”); and (ii) notwithstanding anything to the contrary in this Agreement, in the Names. In no event any name change of any Conveyed Subsidiary (or Subsidiary thereof) in accordance with this Section 6.15(a) would take effect during the term of the Transition Services Agreement, including any extensions thereof, Purchaser shall (a) at least thirty (30) days prior to such name change, consult with Seller Parent regarding the contemplated change and (b) upon Seller Parent’s request, refrain from making any such change if Seller Parent determines in good faith that such change would reasonably be expected to result in additional cost or operation burden to Seller Parent Buyer or any of its Affiliates in connection hold themselves out as having any affiliation with one or more Services (as defined in the Transition Services Agreement) provided by Seller Parent or any of its Affiliates under the Transition Services Agreement, until such time as is as soon as reasonably practicable after the term of the applicable Service Affiliates. (or Servicesb) is terminated or expires pursuant to the terms of the Transition Services Agreement (the date that Purchaser is required to cause each Conveyed Subsidiary to make such name change filing in accordance with clauses (i) Upon and (ii), the “Name Change Date”). Except as authorized pursuant to an Ancillary Agreement, as soon as reasonably practicable after the later of (a) following the Closing, but Buyer shall, and shall cause its Affiliates to, cease using any and all Retained Names, except that, during the period [***] immediately following Closing, Buyer and its Affiliates shall be permitted to use the GSI Retained Name in no event later than forty-five (45the manner that the GSI Retained Name was used by Seller and its Affiliates immediately prior to Closing solely in connection with the use of any inventory of Products in the Ongoing Clinical Trials; provided that, such inventory is included in the Purchased Assets described in Section 2.3(c) days after and the existing packaging depicts the GSI Retained Name. As of the Closing (or, if later, by the later of the Name Change Date or such other date as agreed between Purchaser and Seller Parent) and (b) any longer period of time necessary with respect to any Compliance Requirementthe GSI Retained Name, Purchaser following expiration of the period of permitted use as described in the immediately preceding sentence, Buyer shall, and shall cause its Affiliates to, remove, strike over or otherwise obliterate all Retained Brands Names from all assets Purchased Assets, including any packaging materials and other inventory in respect of the Product, and other materials owned transferred hereunder, except in the case of debossed pills of Product (which, for clarity, Buyer shall be required to destroy). Any use by Buyer of the Conveyed Subsidiaries GSI Retained Name as permitted in this Section 5.1(b) is subject to the following conditions: (i) use of the GSI Retained Name shall be in a form and Subsidiaries thereofmanner, and with standards of quality, of that in effect for the GSI Retained Name as of the Closing, (ii) the GSI Retained Name shall not be used in a manner that may reflect negatively on such name and marks or on Seller or its Affiliates, (iii) Buyer and its Affiliates shall not apply to register or register any of the Trademarks forming a part of or associated with the Retained Names and (iv) Buyer and its Affiliates shall, in connection with all written uses of the GSI Retained Name (including on any packaging materials and other inventory), including include a clear statement that the associated products or services are manufactured by or otherwise emanate from Buyer and its Affiliates and not from Seller and its Affiliates. Seller shall have the right to terminate the foregoing, effective immediately, if Buyer and its Affiliates fail to comply with the foregoing terms and conditions or otherwise fail to comply with any sales and product literature, vehicles, business cards, schedules, stationery, packaging materials, displays, signage, advertising, marketing, promotional and related materials, training materials, audio and visual materials, manuals, forms, websites, social media pages and accounts, e-mail and e-mail addresses, computer software and other materials and systems, and shall cease and discontinue any other reasonable direction of Seller in relation to the use of the Retained Brands as Names. Buyer and its Affiliates shall indemnify and hold harmless Seller and any of its Affiliates for any Losses arising from or relating to the Closing in the operation of their businesses. Notwithstanding the foregoing, nothing in this Agreement is intended to prohibit any use (or require any removal, striking over, or other obliteration) by Purchaser Buyer or any of its Affiliates of any the Retained Brand (x) for historical references, including in regulatory filings and Names pursuant to describe the past ownership and affiliation this Section 5.1(b). Each of the BusinessParties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 5.1(b) would be inadequate and agrees and consents that without intending to limit any additional remedies that may be available, Seller and its Affiliates shall be entitled to a temporary or permanent injunction, without proof of actual damage or inadequacy of legal remedy, and (y) without posting any bond or other undertaking, in any manner as is or would have been permitted by applicable Law with respect Action which may be brought to Trademarks, including fair use, or nominal use, and other uses not prohibited by Lawenforce any of the provisions of this Section 5.1(b).

Retained Names. (a) Following the Closing, except as prohibited by any Contract which is a PMD Asset or a Shared Contract, Buyer shall (i) As cause the Transferred PMD Companies to, as soon as reasonably practicable, but in no event later than forty-five (45) 90 days after following the ClosingClosing Date, unless a longer period of time is change their names, including making any necessary legal filings with the appropriate Governmental Authority to comply with applicable Law (including to the extent a longer period of time is necessary to assign or update any Product Registrationseffectuate such change, Manufacturing Registrations, or Governmental Authorizations or for legal or regulatory compliance purposes) (“Compliance Requirements”), and, in such event, as reasonably promptly as possible as allowed under applicable Law, Purchaser shall cause each Conveyed Subsidiary (and each Subsidiary thereof) to file to change its name and cause its certificate their certificates of incorporation (or equivalent organizational documentdocuments), as applicable, to be amended to remove any and all references reference to (A) “Pfizer”, “WyethAir Products” or “Pfizer Consumer Health”, and (B) all any other Retained Names set forth in Section 1.1(E) of the Seller Disclosure Letter or otherwise designated by Seller Parent in writing prior to the Closing (clauses (A) and (B), collectively, the “Retained Brands”); Name and (ii) notwithstanding anything cause the Transferred PMD Companies and the PMD Asset Buyers no later than 180 days following the Closing Date, cease to the contrary in this Agreement, in the event use or to permit any name change of third party to use any Conveyed Subsidiary (or Subsidiary thereof) in accordance Retained Names and hold themselves out as having any affiliation with this Section 6.15(a) would take effect during the term of the Transition Services Agreement, including any extensions thereof, Purchaser shall (a) at least thirty (30) days prior to such name change, consult with Seller Parent regarding the contemplated change and (b) upon Seller Parent’s request, refrain from making any such change if Seller Parent determines in good faith that such change would reasonably be expected to result in additional cost or operation burden to Seller Parent Sellers or any of its Affiliates in connection with one or more Services (as defined in the Transition Services Agreement) provided by Seller Parent or any of its Affiliates under the Transition Services Agreement, until such time as is as soon as reasonably practicable after the term of the applicable Service (or Services) is terminated or expires pursuant to the terms of the Transition Services Agreement (the date that Purchaser is required to cause each Conveyed Subsidiary to make such name change filing in accordance with clauses (i) and (ii), the “Name Change Date”). Except as authorized pursuant to an Ancillary Agreement, as soon as reasonably practicable after the later of (a) the Closing, but in no event later than forty-five (45) days after the Closing (or, if later, by the later of the Name Change Date or such other date as agreed between Purchaser and Seller Parent) and (b) any longer period of time necessary with respect to any Compliance Requirement, Purchaser shalltheir respective Affiliates, and shall cause its Affiliates to, remove, strike over over, or otherwise obliterate all Retained Brands Names from all assets and other materials owned or possessed by the Conveyed Subsidiaries (Transferred PMD Companies and Subsidiaries thereof)the PMD Asset Buyers, including any sales and product literature, vehicles, business cards, schedules, stationery, packaging materials, displays, signage, advertising, marketingsigns, promotional and related materials, training materials, audio and visual materials, manuals, forms, websites, social media pages and accounts, e-mail and e-mail addressesemail, computer software and other materials and systems; provided, that no later than 365 days following the Closing, Buyer shall, and shall cause the Transferred PMD Companies and the PMD Asset Buyers to, cease to use the Retained Names with respect to the PMD Business inventory; provided, further, that APD hereby grants the PMD Asset Buyers and discontinue any other the Transferred PMD Companies a limited, non-exclusive, non-transferrable, non-sublicensable right to continue temporarily to use the Retained Names following the Closing for the respective purposes permitted above until such respective times. (b) Any use of the Retained Brands Names by the Transferred PMD Companies permitted by this Section 5.7 shall be subject to the following conditions: (i) Use of the Retained Names shall be in the same form and manner, to no greater extent (without an increase in the extent or type of uses of the Retained Names), and subject to the same standards of quality, of that in effect for the Retained Names as of the Closing Date; (ii) The Retained Names shall not be used in a manner that may reflect negatively on such name and marks or on APD or any of its Affiliates; (iii) Buyer and its Affiliates shall not apply to register or register any of the operation Trademarks forming a part of their businesses. or associated with the Retained Names; and (iv) Any press release or similar public announcement or similar public communication that references any of the Retained Names shall include a statement that Buyer, its Affiliates, as applicable, and APD, are not Affiliates or otherwise related to each other. (c) At the request of APD, Buyer shall and shall cause its Affiliates to cooperate with APD to assist APD with any reasonable requests to ensure that the conditions of use of the Retained Names set forth under Section 5.7(b) are complied with. (d) Buyer and its Affiliates shall indemnify and hold harmless APD and its Affiliates for any Losses arising from or relating to the use by Buyer or any of its Affiliates of the Retained Names pursuant to this Section 5.7. (e) Notwithstanding the foregoing, nothing in this Agreement is intended to prohibit any use (Section 5.7 shall preclude Buyer or require any removal, striking over, or other obliteration) by Purchaser or any of its Affiliates of from making any reference to Retained Brand Names, (xi) for historical referencesin internal tax, including in regulatory filings legal, employment or similar records and as reasonably necessary and appropriate to describe the past ownership and affiliation historical relationship of the BusinessPMD Business and the Transferred PMD Companies with APD and its Affiliates, and or (yii) in any manner as is or would have been permitted required by applicable Law with respect to Trademarks, including fair use, or nominal use, and other uses not prohibited by Law.

Retained Names. Except as expressly provided in this Section 5.07, any and all rights of the Business Companies to use the Retained Names shall terminate as of the Closing and shall immediately revert to Seller Parent and its Subsidiaries (iother than the Business Companies), along with any and all goodwill associated therewith. Buyer acknowledges that it has no rights or interests, and is not acquiring any rights or interests, directly or indirectly, through the Business Companies or otherwise, to use the Retained Names, except as expressly provided for in this Section 5.07. Without limiting the foregoing, Buyer shall not use any name, word, logo, Trademark, internet domain name, uniform resource locator, trade name, social media identifier, handle or tag, or other identifier of source or goodwill containing, incorporating, based on, associated with, confusingly similar to or dilutive of, or that is a translation or transliteration of, part or all of any Retained Name in any jurisdiction in the world. Seller Parent and its Subsidiaries hereby grant the Business Companies a non-exclusive, irrevocable, non-transferable, non-sublicensable, royalty-free right and license to use the Retained Names, solely to the extent appearing on any letterheads, policies and procedures and other internal documents and materials in existence and used in the operation of the Business as of the Closing and conveyed to Buyer pursuant to this Agreement (the “Retained Names Materials”), from and after the Closing until the earlier of (a) As soon as reasonably practicable, but in no event later than forty-five ninety (4590) days after the Closing, unless a longer period of time is necessary to comply with applicable Law (including to the extent a longer period of time is necessary to assign or update any Product Registrations, Manufacturing Registrations, or Governmental Authorizations or for legal or regulatory compliance purposes) (“Compliance Requirements”), and, in such event, as reasonably promptly as possible as allowed under applicable Law, Purchaser shall cause each Conveyed Subsidiary (and each Subsidiary thereof) to file to change its name and cause its certificate of incorporation (or equivalent organizational document), as applicable, to be amended to remove any and all references to (A) “Pfizer”, “Wyeth” or “Pfizer Consumer Health”, Closing and (Bb) all other the depletion of such Retained Names set forth in Section 1.1(E) of the Seller Disclosure Letter or otherwise designated by Seller Parent in writing prior to the Closing Materials (clauses (A) and (B), collectively, the “Retained BrandsTransition Period”); provided that (i) all such uses of the Retained Names shall be in substantially the same form and manner as used in the Business as of the Closing and (ii) notwithstanding anything no changes shall be made to the contrary in this Agreement, in Retained Names Materials without the event any name change prior written consent of any Conveyed Subsidiary Seller Parent (or Subsidiary thereof) in accordance with this Section 6.15(a) would take effect during except as required pursuant to the term immediately succeeding sentence). No later than the end of the Transition Services AgreementPeriod, Buyer shall, and shall cause its Subsidiaries (including the Business Companies) to, destroy and cease use of any extensions thereofremaining Retained Names Materials or revise any remaining Retained Names Materials to have deleted all references to the Retained Names. Except as expressly provided in this Section 5.07, Purchaser shall (a) at least thirty (30) days prior no other license or right to such name change, consult with Seller Parent regarding use the contemplated change and (b) upon Seller Parent’s request, refrain from making any such change if Seller Parent determines in good faith that such change would reasonably be expected to result in additional cost or operation burden to Seller Parent or any of its Affiliates in connection with one or more Services (as defined in the Transition Services Agreement) provided Retained Names is granted by Seller Parent or any of its Subsidiaries to Buyer or its Affiliates under the Transition Services Agreement(including, until such time as is as soon as reasonably practicable after the term of the applicable Service (or Services) is terminated or expires pursuant to the terms of the Transition Services Agreement (the date that Purchaser is required to cause each Conveyed Subsidiary to make such name change filing in accordance with clauses (i) and (ii), the “Name Change Date”). Except as authorized pursuant to an Ancillary Agreement, as soon as reasonably practicable after the later of (a) the Closing, but in no event later than forty-five the Business Companies), whether by implication or otherwise, and nothing hereunder permits Buyer or its Affiliates (45) days including, after the Closing Closing, the Business Companies), to use the Retained Names in any manner, or to register or seek to register, or to permit, cause or assist any third party to register or to seek to register (oror communicate with any other Person regarding registration of), if later, by the later any of the Retained Names or any marking including a Retained Name Change Date in any jurisdiction. Seller Parent and its Subsidiaries shall have no obligation to maintain or such other date as agreed between Purchaser renew any Intellectual Property rights in the Retained Names. Buyer shall indemnify and hold harmless each of Seller ParentParent and its Subsidiaries from and against any and all claims, losses, liabilities, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (bincluding fees and expenses of legal counsel) that Seller Parent or any longer period of time necessary its Subsidiaries may incur or suffer in connection with respect to or resulting from any Compliance Requirement, Purchaser shall, and shall cause its Affiliates to, remove, strike over or otherwise obliterate all Retained Brands from all assets and other materials owned by the Conveyed Subsidiaries (and Subsidiaries thereof), including any sales and product literature, vehicles, business cards, schedules, stationery, packaging materials, displays, signage, advertising, marketing, promotional and related materials, training materials, audio and visual materials, manuals, forms, websites, social media pages and accounts, e-mail and e-mail addresses, computer software and other materials and systems, and shall cease and discontinue any other use of the Retained Brands as Names Materials pursuant to this Section 5.07 and any unauthorized use of the Closing in the operation of their businesses. Notwithstanding the foregoing, nothing in this Agreement is intended to prohibit any use (or require any removal, striking over, or other obliteration) by Purchaser or any of its Affiliates of any Retained Brand (x) for historical references, including in regulatory filings and to describe the past ownership and affiliation of the Business, and (y) in any manner as is or would have been permitted by applicable Law with respect to Trademarks, including fair use, or nominal use, and other uses not prohibited by LawNames Materials.

Retained Names. (ia) As soon Buyer hereby acknowledges that, as reasonably practicablebetween the Parties and each of their respective Affiliates, but all right, title and interest in no event later than forty-five (45) days after and to the Closing, unless a longer period of time is necessary to comply with applicable Law Retained Names (including to the extent a longer period of time is necessary to assign or update any Product RegistrationsGSI Retained Name) are owned exclusively by Seller and/or its respective Affiliates. Buyer further acknowledges that, Manufacturing Registrations, or Governmental Authorizations or for legal or regulatory compliance purposes) (“Compliance Requirements”), and, in such event, except as reasonably promptly as possible as allowed under applicable Law, Purchaser shall cause each Conveyed Subsidiary (and each Subsidiary thereof) to file to change its name and cause its certificate of incorporation (or equivalent organizational document), as applicable, to be amended to remove any and all references to (A) “Pfizer”, “Wyeth” or “Pfizer Consumer Health”, and (B) all other Retained Names expressly set forth in Section 1.1(E) of the Seller Disclosure Letter or otherwise designated by Seller Parent in writing prior to the Closing (clauses (A) and (B5.1(b), collectivelyit has no rights, and is not acquiring any rights, to use the “Retained Brands”); and (ii) notwithstanding anything to the contrary in this Agreement, in the Names. In no event any name change of any Conveyed Subsidiary (or Subsidiary thereof) in accordance with this Section 6.15(a) would take effect during the term of the Transition Services Agreement, including any extensions thereof, Purchaser shall (a) at least thirty (30) days prior to such name change, consult with Seller Parent regarding the contemplated change and (b) upon Seller Parent’s request, refrain from making any such change if Seller Parent determines in good faith that such change would reasonably be expected to result in additional cost or operation burden to Seller Parent Buyer or any of its Affiliates in connection hold themselves out as having any affiliation with one or more Services (as defined in the Transition Services Agreement) provided by Seller Parent or any of its Affiliates under the Transition Services Agreement, until such time as is as soon as reasonably practicable after the term of the applicable Service Affiliates. (or Servicesb) is terminated or expires pursuant to the terms of the Transition Services Agreement (the date that Purchaser is required to cause each Conveyed Subsidiary to make such name change filing in accordance with clauses (i) Upon and (ii), the “Name Change Date”). Except as authorized pursuant to an Ancillary Agreement, as soon as reasonably practicable after the later of (a) following the Closing, but Buyer shall, and shall cause its Affiliates to, cease using any and all Retained Names, except that, during the period [***] immediately following Closing, Buyer and its Affiliates shall be permitted to use the GSI Retained Name in no event later than forty-five (45the manner that the GSI Retained Name was used by Seller and its Affiliates immediately prior to Closing solely in connection with the use of any inventory of Products in the Ongoing Clinical Trials; provided that, such inventory is included in the Purchased Assets described in Section 2.3(c) days after and the existing packaging depicts the GSI Retained Name. As of the Closing (or, if later, by the later of the Name Change Date or such other date as agreed between Purchaser and Seller Parent) and (b) any longer period of time necessary with respect to any Compliance Requirementthe GSI Retained Name, Purchaser following expiration of the period of permitted use as described in the immediately preceding sentence, Buyer shall, and shall cause its Affiliates to, remove, strike over or otherwise obliterate all Retained Brands Names from all assets Purchased Assets, including any packaging materials and other inventory in respect of the Product, and other materials owned transferred hereunder, except in the case of debossed pills of Product (which, for clarity, Buyer shall be required to destroy). Any use by Buyer of the Conveyed Subsidiaries GSI Retained Name as permitted in this Section 5.1(b) is subject to the following conditions: (i) use of the GSI Retained Name shall be in a form and Subsidiaries thereofmanner, and with standards of quality, of that in effect for the GSI Retained Name as of the Closing, (ii) the GSI Retained Name shall not be used in a manner that may reflect negatively on such name and marks or on Seller or its Affiliates, (iii) Buyer and its Affiliates shall not apply to register or register any of the Trademarks forming a part of or associated with the Retained Names and (iv) Buyer and its Affiliates shall, in connection with all written uses of the GSI Retained Name (including on any packaging materials and other inventory), including include a clear statement that the associated products or services are manufactured by or otherwise emanate from Buyer and its Affiliates and not from Seller and its Affiliates. Seller shall have the right to terminate the foregoing, effective immediately, if Buyer and its Affiliates *** Confidential Treatment Requested. fail to comply with the foregoing terms and conditions or otherwise fail to comply with any sales and product literature, vehicles, business cards, schedules, stationery, packaging materials, displays, signage, advertising, marketing, promotional and related materials, training materials, audio and visual materials, manuals, forms, websites, social media pages and accounts, e-mail and e-mail addresses, computer software and other materials and systems, and shall cease and discontinue any other reasonable direction of Seller in relation to the use of the Retained Brands as Names. Buyer and its Affiliates shall indemnify and hold harmless Seller and any of its Affiliates for any Losses arising from or relating to the Closing in the operation of their businesses. Notwithstanding the foregoing, nothing in this Agreement is intended to prohibit any use (or require any removal, striking over, or other obliteration) by Purchaser Buyer or any of its Affiliates of any the Retained Brand (x) for historical references, including in regulatory filings and Names pursuant to describe the past ownership and affiliation this Section 5.1(b). Each of the BusinessParties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 5.1(b) would be inadequate and agrees and consents that without intending to limit any additional remedies that may be available, Seller and its Affiliates shall be entitled to a temporary or permanent injunction, without proof of actual damage or inadequacy of legal remedy, and (y) without posting any bond or other undertaking, in any manner as is or would have been permitted by applicable Law with respect Action which may be brought to Trademarks, including fair use, or nominal use, and other uses not prohibited by Lawenforce any of the provisions of this Section 5.1(b).