Common use of Retained Names Clause in Contracts

Retained Names. Following the Distribution Time, except as set forth in any Ancillary Agreement, the Spinco Group shall, as soon as practicable, but in no event later than ninety (90) days following the Distribution Time, (i) cease to use any Retained Names and hold themselves out as having any affiliation with the Pluto Group, and (ii) strike over, or otherwise obliterate all Retained Names from the Spinco Assets and all Assets and other materials owned by the Spinco Group, including any sales and product literature, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software and other materials and systems; provided that, for a period of three (3) years following the Distribution Time, the Spinco Group shall receive a non-exclusive, non-assignable, royalty-free license to use such Retained Names (A) with respect to any inventory of products in the Spinco Group’s possession as of the Distribution Time until such inventory is depleted and (B) with respect to any products for which such Retained Names are required to be used under a Regulatory Approval, until the use of such Retained Names is no longer required under a Regulatory Approval and Spinco shall coordinate with Pluto and take such steps reasonably necessary to obtain or change the applicable Regulatory Approval to ensure that the use of such Retained Names is no longer required; provided, further, that, with respect to the foregoing (B), if the Spinco Group has been diligent in its efforts to transition from one or more Retained Names to different Trademarks, but due to circumstances outside the Spinco Group’s reasonable control, the Spinco Group will not be able to so transition by expiration of the three (3)-year period, the Spinco Group may extend such period with respect to such Retained Names for up to two (2) additional periods of twelve (12) months each so long as the Spinco Group remains diligent with respect to such transition during such extension and upon Pluto’s request, provides written notice of the need for any such extension. Any use by the Spinco Group of any of the Retained Names as permitted in this Section 5.01(a) is subject to their use of the Retained Names in the same form and manner, and with standards of quality, of that in effect for the Retained Names as of the Distribution Time. The Spinco Group shall not use the Retained Names in a manner that may reflect negatively on such name and marks or on Pluto or any of its Affiliates. If Pluto determines, in its reasonable judgment, that any of the Spinco Group has failed to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Pluto or any of its Affiliates in relation to the use of the Retained Names, it shall promptly provide written notice to Spinco, and the applicable members of the Spinco Group shall have sixty (60) days to cure such breach. If such breach has not been cured after sixty (60) days, Pluto shall have the right to terminate the foregoing license. Spinco shall indemnify and hold harmless Pluto and its Affiliates for any Losses arising from or relating to the use by the Spinco Group of the Retained Names pursuant to this Section 5.01(a).

Retained Names. Following the Distribution Time, except as set forth in any Ancillary AgreementEffective Date, the Spinco Company Group shall, as soon as practicable, but in no event later than ninety (90) days following the Distribution TimeEffective Date, (i) cease to use any Retained Names and hold themselves out as having any affiliation with the Pluto Pfizer Group, and (ii) strike over, or otherwise obliterate all Retained Names from the Spinco Animal Health Assets and all Assets and other materials owned by the Spinco Company Group, including any sales and product literature, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software computer software and other materials and systems; provided that, for a period of no more than three (3) years following the Distribution TimeEffective Date, the Spinco Group shall receive a non-exclusive, non-assignable, royalty-free license to use such Retained Names (Aa) with respect to any inventory of products in the Spinco Company Group’s possession as of the Distribution Time Effective Date, the Company Group shall be permitted to use such Retained Names until such inventory is depleted and (Bb) with respect to any products for which such Retained Names are required to be used under a Regulatory Approval, the Company Group shall be permitted to continue to use such Retained Names until the use of such Retained Names is no longer required under a Regulatory Approval and Spinco the Company shall coordinate with Pluto Pfizer and take such steps reasonably necessary to obtain or change the applicable Regulatory Approval to ensure that the use of such Retained Names is no longer required; provided, further, provided further that, with respect to the foregoing (Bb), if the Spinco Company Group has been diligent in its efforts to transition from one or more Retained Names to different Trademarks, but due to circumstances outside the Spinco Company Group’s reasonable control, the Spinco Company Group will not be able to so transition by expiration of the three (3)-year 3) year period, the Spinco Company Group may extend such period with respect to such Retained Names for up to two (2) additional periods of twelve (12) months each so long as the Spinco Company Group remains diligent with respect to such transition during such extension and upon PlutoPfizer’s request, provides written notice of the need for any such extension. Any use by the Spinco Company Group of any of the Retained Names as permitted in this Section 5.01(a) 5.03 is subject to their use of the Retained Names in the same form and manner, and with standards of quality, of that in effect for the Retained Names as of the Distribution TimeEffective Date. The Spinco Company Group shall not use the Retained Names in a manner that may reflect negatively on such name and marks or on Pluto Pfizer or any of its Affiliates. If Pluto determinesWithout limitation to any other remedies, in its reasonable judgmentPfizer shall have the right to terminate the foregoing license, that effective immediately, if any of the Spinco Company Group has failed fails to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Pluto Pfizer or any of its Affiliates in relation to the use of the Retained Names, it shall promptly provide written notice to Spinco, and the applicable members of the Spinco Group shall have sixty (60) days to cure such breach. If such breach has not been cured after sixty (60) days, Pluto shall have the right to terminate the foregoing license. Spinco The Company shall indemnify and hold harmless Pluto Pfizer and its Affiliates for any Losses arising from or relating to the use by the Spinco Company Group of the Retained Names pursuant to this Section 5.01(a)5.03.

Retained Names. Following (a) As soon as is reasonably practicable, following the Distribution TimeDate, except Spinco shall, and shall cause the members of the CXApp Group, to change their respective names and cause their certificates of incorporation and bylaws (or equivalent organizational documents), as set forth applicable, to be amended to remove the Inpixon Retained Names. (b) Subject to Section 4.2(c), following the Distribution Date, unless otherwise directed by Xxxxxxx in any Ancillary Agreementwriting, Spinco shall, and shall cause the Spinco members of the CXApp Group shallto, as soon as reasonably practicable, but cease to make any use of any Inpixon Retained Names. (c) Notwithstanding anything to the contrary in this Section 4.2, no event later than ninety (90) days following member of the Distribution Time, CXApp Group shall (i) be obligated to cease using or displaying any of the Inpixon Retained Names on any (A) non-public-facing, non-customer facing and non-vendor facing documents or materials or (B) executed copies of any Contract, in each case of (A) and (B), in existence, used or disseminated as of the Distribution Date which bear any of the Inpixon Retained Names, or (ii) be in breach of this Section 4.2 if, after the Distribution Date, it (x) uses any of the Inpixon Retained Names in a nominative manner in textual sentences referencing the historical relationship between Inpixon and the Inpixon Group, on the one hand, and the CXApp Group, on the other hand, which references are factually accurate and reasonably necessary to use describe such historical relationship, (y) retains any copies of any books, records or other materials that, as of the Distribution Date, contain or display any of the Inpixon Retained Names and hold themselves out as having such copies are used solely for internal or archival purposes (and not public display) or (z) uses any affiliation with of the Pluto Group, and (ii) strike over, or otherwise obliterate all Inpixon Retained Names from to comply with applicable Laws or stock exchange regulations or for litigation, regulatory or corporate filings and documents filed by a member of the Spinco Assets and all Assets and other materials owned by CXApp Group or any of its Affiliates with any Governmental Entity. (d) Inpixon hereby grants to the Spinco Group, including any sales and product literature, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software and other materials and systems; provided that, for a period of three (3) years following the Distribution Time, the Spinco CXApp Group shall receive a non-exclusive, non-assignablesublicensable (through multiple tiers, solely for the benefit of the Enterprise Apps Business and not for the independent use of third parties), royalty-free free, non-transferable (except in connection with a merger by a member of the CXApp Group), license to continue to use such Retained Names (A) with respect to any inventory of products in and display the Spinco Group’s possession as of the Distribution Time until such inventory is depleted and (B) with respect to any products for which such Retained Names are required to be used under a Regulatory Approval, until the use of such Retained Names is no longer required under a Regulatory Approval and Spinco shall coordinate with Pluto and take such steps reasonably necessary to obtain or change the applicable Regulatory Approval to ensure that the use of such Retained Names is no longer required; provided, further, that, with respect to the foregoing (B), if the Spinco Group has been diligent in its efforts to transition from one or more Retained Names to different Trademarks, but due to circumstances outside the Spinco Group’s reasonable control, the Spinco Group will not be able to so transition by expiration of the three (3)-year period, the Spinco Group may extend such period with respect to such Inpixon Retained Names for up to two the periods set forth in this Section 4.2 in accordance with this Section 4.2. (2e) additional periods of twelve (12) months each so long as the Spinco Group remains diligent with respect to such transition during such extension Any and upon Pluto’s request, provides written notice all use of the need for any such extensionInpixon Retained Names by the CXApp Group and the goodwill afforded thereby shall inure to the sole benefit of Inpixon. Any use by the Spinco members of the CXApp Group of any of the Inpixon Retained Names as permitted in this Section 5.01(a) 4.2 is subject to their use of the Inpixon Retained Names in the same a form and manner, and with standards of quality, of that in effect for the Inpixon Retained Names as of the Distribution TimeDate. The Spinco and the other members of the CXApp Group shall not knowingly use the Inpixon Retained Names in a manner that may would reasonably be expected to reflect negatively on such name and marks the Inpixon Retained Names or on Pluto Inpixon or any of its Affiliates. If Pluto determines, in its reasonable judgment, that any member of the Spinco Group has failed to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Pluto or any of its Affiliates in relation to the use of the Retained Names, it shall promptly provide written notice to Spinco, and the applicable members of the Spinco Group shall have sixty (60) days to cure such breachInpixon Group. If such breach has not been cured after sixty (60) days, Pluto Inpixon shall have the right to terminate the foregoing license, effective immediately, if any member of the CXApp Group fails to comply with the foregoing terms and conditions in this Section 4.2 in any material respect, and, in each case, such member of the CXApp Group has not cured such failure within thirty (30) days after such member of the CXApp Group’s receipt of written notice from Inpixon of such failure. Each of Spinco and Design Reactor shall indemnify indemnify, defend and hold harmless Pluto Inpixon and its Affiliates for the members of the Inpixon Group from and against any and all Indemnifiable Losses to the extent arising from or relating to the use by any member of the Spinco CXApp Group of the Inpixon Retained Names pursuant to this Section 5.01(a)4.2. (f) Each of the Parties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 4.2 may be inadequate and agrees and consents that without intending to limit any additional remedies that may be available, Inpixon and the members of the Inpixon Group shall be entitled to seek a temporary or permanent injunction, in any Action which may be brought to enforce any of the provisions of this Section 4.2.

Retained Names. Following the Distribution Time, except as set forth in any Ancillary AgreementEffective Date, the Spinco Company Group shall, as soon as practicable, but in no event later than ninety (90) days following the Distribution TimeEffective Date, (i) cease to use any Retained Names and hold themselves out as having any affiliation with the Pluto Pfizer Group, and (ii) strike over, or otherwise obliterate all Retained Names from the Spinco Animal Health Assets and all Assets and other materials owned by the Spinco Company Group, including any sales and product literature, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software computer software and other materials and systems; provided that, for a period of no more than three (3) years following the Distribution TimeEffective Date, the Spinco Group shall receive a non-exclusive, non-assignable, royalty-free license to use such Retained Names (Aa) with respect to any inventory of products in the Spinco Company Group’s 's possession as of the Distribution Time Effective Date, the Company Group shall be permitted to use such Retained Names until such inventory is depleted and (Bb) with respect to any products for which such Retained Names are required to be used under a Regulatory Approval, the Company Group shall be permitted to continue to use such Retained Names until the use of such Retained Names is no longer required under a Regulatory Approval and Spinco the Company shall coordinate with Pluto Pfizer and take such steps reasonably necessary to obtain or change the applicable Regulatory Approval to ensure that the use of such Retained Names is no longer required; provided, further, provided further that, with respect to the foregoing (Bb), if the Spinco Company Group has been diligent in its efforts to transition from one or more Retained Names to different Trademarks, but due to circumstances outside the Spinco Company Group’s 's reasonable control, the Spinco Company Group will not be able to so transition by expiration of the three (3)-year 3) year period, the Spinco Company Group may extend such period with respect to such Retained Names for up to two (2) additional periods of twelve (12) months each so long as the Spinco Company Group remains diligent with respect to such transition during such extension and upon Pluto’s Pfizer's request, provides written notice of the need for any such extension. Any use by the Spinco Company Group of any of the Retained Names as permitted in this Section 5.01(a) 5.03 is subject to their use of the Retained Names in the same form and manner, and with standards of quality, of that in effect for the Retained Names as of the Distribution TimeEffective Date. The Spinco Company Group shall not use the Retained Names in a manner that may reflect negatively on such name and marks or on Pluto Pfizer or any of its Affiliates. If Pluto determinesWithout limitation to any other remedies, in its reasonable judgmentPfizer shall have the right to terminate the foregoing license, that effective immediately, if any of the Spinco Company Group has failed fails to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Pluto Pfizer or any of its Affiliates in relation to the use of the Retained Names, it shall promptly provide written notice to Spinco, and the applicable members of the Spinco Group shall have sixty (60) days to cure such breach. If such breach has not been cured after sixty (60) days, Pluto shall have the right to terminate the foregoing license. Spinco The Company shall indemnify and hold harmless Pluto Pfizer and its Affiliates for any Losses arising from or relating to the use by the Spinco Company Group of the Retained Names pursuant to this Section 5.01(a)5.03.