Reversion Trademarks Sample Clauses

Reversion Trademarks. If as of the effective date of termination of this Agreement in its entirety or in part, as the case may be, (A) GSK or any of its Affiliates owns any trademarks that are used exclusively for the Products in the Terminated Territory (but, for clarity, excluding any house marks of GSK or any of its Affiliates or Sublicensees) and (B) such trademarks have been approved by the Regulatory Authority in the Terminated Territory for use with the Products (such trademarks, the “Reversion Trademarks”), then, at Arrowhead’s written request, promptly following the effective date of such termination, GSK will transfer and assign to Arrowhead all of GSK’s and its Affiliates’ rights, title and interest in and to such Reversion Trademarks for the Terminated Territory, pursuant to an agreement that the Parties will negotiate and enter into after such effective date of termination, which agreement will contain, to the extent applicable, quality control and indemnification obligations customary of such agreements applying to Arrowhead’s use of such transferred Reversion Trademarks following such assignment or license, as applicable.

Reversion Trademarks. If as of the effective date of termination of this Agreement in its entirety or with respect to a particular Product or country, as the case may be, (A) GSK or any of its Affiliates owns any GSK Trademarks that are used or held for use exclusively for such Product in the GSK Territory or such country, as applicable (but, for clarity, excluding any house marks of GSK or any of its Affiliates or Sublicensees), and (B) such GSK Trademarks have been approved by a Regulatory Authority for use with such Product in a country or jurisdiction in the GSK Territory or in such country, as applicable (but only for such Trademarks for which regulatory naming approval is required) (all such GSK Trademarks, the “Reversion Trademarks”), then, at Scynexis’s written request, promptly following the effective date of such termination, GSK, in its discretion, will either (1) assign the Reversion Trademarks to Scynexis or (2) grant an exclusive (even as to GSK and its Affiliates), fully paid-up, royalty-free, irrevocable, perpetual, sublicensable (through multiple tiers) license to Scynexis to use such Reversion Trademarks, with respect to such Product in such country or jurisdiction (x) anywhere in the GSK Territory in the event of termination of this Agreement in its entirety or (y) in the country that is terminated in the event of termination of this Agreement with respect to such country, in either case, pursuant to an agreement that the Parties will negotiate and enter into after such effective date of termination, which agreement will contain, to the extent applicable, quality control and indemnification obligations customary of such agreements applying to Scynexis’s use of such transferred Reversion Trademarks following such assignment or license, as applicable. Scynexis shall bear all costs and fees to record such assignment or license with the relevant trademark offices.