Common use of Seller Marks Clause in Contracts

Seller Marks. Seller hereby grants, on behalf of itself and its Affiliates, to the Buyer, a limited, non-exclusive, fully paid-up, royalty-free, non-assignable, non-sublicensable license for twelve (12) months following the Closing (the “Transition Period”) to use the Seller Marks solely as they were used in the Business prior to the Closing in a manner consistent with past practice, including on packaging and other physical and tangible materials. At the end of the Transition Period, Buyer shall cease, and shall cause its Affiliates to cease, all further use or display of the Seller Marks in connection with the Business. Buyer agrees that its and its Affiliates’ use of the Seller Marks pursuant to the license this Section 6.15 shall be solely in connection with goods and services that reflect the high levels of quality and goodwill associated with the Seller Marks as of the Closing Date. Nothing in this Section 6.15 shall prohibit Buyer and its Affiliates from using the Seller Marks after the Transition Period: (a) for uses that are required by applicable Law, (b) for internal uses that are not visible to the public, until such items are replaced in the ordinary course of business, (c) on historical legal and business agreements and documents, (d) to describe the history of or current state of the relationship between the Business and Seller and its other Affiliates, and (e) in any other manner that would not constitute trademark infringement or that would constitute “fair use” of the Seller Marks under applicable Law. The term “Seller Marks” means all trademarks, service marks, trade dress, logos, trade names and corporate names owned by Seller or any of its Affiliates that are not included in the Purchased Assets, including those containing or comprising “NOVABAY,” and any confusingly similar variations, translations, transliterations, abbreviations or derivatives thereof, whether used alone or in combination with other words or logos.

Seller Marks. Buyer acknowledges and agrees that as a result of the consummation of the transactions contemplated by this Agreement, it will not obtain any right, title, interest, license or other right hereunder to use any of the Seller hereby grants, on behalf of itself and its Affiliates, Marks. Prior to the BuyerClosing, a limited, non-exclusive, fully paid-up, royalty-free, non-assignable, non-sublicensable license for twelve (12) months following the Closing (the “Transition Period”) to use the Seller Marks solely as they were used in the Business prior to the Closing in a manner consistent with past practice, including on packaging and other physical and tangible materials. At the end of the Transition Period, Buyer shall cease, and shall cause its Affiliates to cease, all further use or display may remove any of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty (60) days after the Closing Date, Buyer shall dispose of any unused products, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller Xxxx or any name or term confusingly similar to any Seller Xxxx in connection with the Business. Buyer agrees that its and its Affiliates’ use sale of any products or services, in the Seller Marks pursuant to the license this Section 6.15 shall be solely in connection with goods and services that reflect the high levels corporate or doing business name of quality and goodwill associated with the Seller Marks as any of the Closing Date. Nothing in this Section 6.15 shall prohibit Buyer and its Affiliates from using the Seller Marks after the Transition Period: (a) for uses that are required by applicable Law, (b) for internal uses that are not visible to the public, until such items are replaced or otherwise in the ordinary course conduct of business, (c) on historical legal and business agreements and documents, (d) to describe the history of or current state of the relationship between the Business and Seller and its other Affiliates, and (e) in any other manner that would not constitute trademark infringement or that would constitute “fair use” of the Seller Marks under applicable Law. The term “Seller Marks” means all trademarks, service marks, trade dress, logos, trade names and corporate names owned by Seller or any of its Affiliates Affiliates’ businesses or operations; provided, however that are Buyer shall not included be in violation of this Section 5.7 to the Purchased Assetsextent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, including those containing or comprising “NOVABAY,” Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any confusingly similar variations, translations, transliterations, abbreviations or derivatives thereof, whether used alone other remedies at law or in combination with other words or logosequity available to Seller.

Seller Marks. Seller hereby grantsAs soon as reasonably practicable after the Closing, on behalf of itself and its Affiliates, to the Buyer, a limited, non-exclusive, fully paid-up, royalty-free, non-assignable, non-sublicensable license for twelve (12) months but in any event within 40 days following the Closing Closing, Buyer shall cause the Company to (i) cease all use of the “Transition Period”Seller Marks, (ii) remove, destroy or strike over all Seller Marks from the Company’s assets and other materials, including as part of its stationary, displays, signs, promotional materials, manuals, forms, websites, email and other materials and (iii) file amendments to their respective certificates of incorporation, articles of association or other organizational documents with the applicable Governmental Authorities changing the names of the Company to names that do not include any of the Seller Marks. Any use by the Company of the Seller Marks during the limited phase-out period provided in this Section 5.05 shall be (A) solely as they in connection with goods, products and services that are (x) the type of goods, products and services in connection with which the Company were used in using the Business Seller Marks immediately prior to the Closing in and (y) of a manner consistent with past practicequality at least as high as the quality of goods, including on packaging products and services provided by the Company immediately prior to the Closing and (B) subject to all style and other physical and tangible materialsusage guidelines in effect for the Seller Marks (as may be modified by Sellers from time to time). At All goodwill associated with the end of use by the Transition Period, Buyer shall cease, and shall cause its Affiliates to cease, all further use or display Company of the Seller Marks in connection with shall inure to the Businessbenefit of Sellers or their respective Affiliates, as applicable. Buyer agrees that Following the Closing, none of Buyer, its and its Affiliates’ use Affiliates nor the Company shall (1) contest the validity or ownership of any of the Seller Marks pursuant or (2) subject to the license this Section 6.15 shall be solely in connection with goods and services that reflect the high levels of quality and goodwill associated with the Seller Marks as of the Closing Date. Nothing limited phase-out period provided in this Section 6.15 shall prohibit Buyer and its Affiliates from using 5.05, use, adopt or employ any Seller Xxxx or any variation or derivative of any Seller Xxxx, including any Trademark that is confusingly similar to any Seller Xxxx. For the Seller Marks after the Transition Period: (a) for uses that are required by applicable Lawpurposes of this Section 5.05, (b) for internal uses that are not visible to the public, until such items are replaced in the ordinary course of business, (c) on historical legal and business agreements and documents, (d) to describe the history of or current state of the relationship between the Business and Seller and its other Affiliates, and (e) in any other manner that would not constitute trademark infringement or that would constitute “fair use” of the Seller Marks under applicable Law. The term “Seller Marks” means shall mean any and all trademarks, service marks, trade dress, logos, trade names and corporate names Trademarks owned or controlled by Seller Sellers or any of its Affiliates that are not included in the Purchased Assetstheir respective Affiliates, including those containing the Trademark “Roche”. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or comprising “NOVABAY,” similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any confusingly omitted schedule (or similar variations, translations, transliterations, abbreviations or derivatives thereof, whether used alone or in combination with other words or logosattachment) will be furnished to the Commission upon request.

Seller Marks. Except as expressly set forth herein, the Purchaser and its Affiliates shall not register or own, or attempt to register or own, and shall not directly or indirectly use, in any fashion, including in signage, corporate letterhead, business cards, internet websites, marketing material and the like, or seek to register or own, in connection with any products or services anywhere in the world in any medium, any trademarks, service marks, domain names, trade names, trade dress, trade styles or other indicia of origin (collectively, “Marks”) that include, are identical to or are confusingly similar to, any Marks that constitute Excluded Assets, including any corporate symbols or logos incorporating the Marks set forth on Section 5.13 of the Disclosure Schedules (collectively, the “Seller Marks”), nor shall any of them challenge or oppose or assist any third party in challenging or opposing the rights of any member of the Seller Group anywhere in the world in any of the Seller Marks. Subject to the restrictions set forth herein, the Seller hereby grantsextends, on behalf of itself and its Affiliatesthe other members of the Seller Group, to the BuyerPurchaser effective as of the Closing Date, a personal, limited, non-exclusive, fully paid-upnonexclusive, royalty-free, non-assignable, non-sublicensable free transition license for twelve (12) months following the Closing (the “Transition Period”) to continue to use the Seller Marks solely as they were used Marks: (i) for 180 days after the Closing Date on existing signage and other materials, in each case included in the Business prior Transferred Assets as of the Closing Date and (ii) with respect to the Closing Transferred Inventory, until such Transferred Inventory has been sold. It is understood and agreed that the Purchaser will not be required to change labels on equipment in a manner consistent with past practice, including on packaging the possession of any customer of the Business. The transition license granted under this Section 5.13 does not allow Purchaser to: (i) create signage and other physical and tangible materials. At materials (including inventory) bearing the end of Seller Marks after the Transition Period, Buyer shall cease, and shall cause its Affiliates to cease, all further Closing Date or (ii) use or display of the Seller Marks in connection with signage, marketing and advertising materials at any trade show or in other promotional events after the BusinessClosing Date. Buyer agrees that its and its Affiliates’ Except as permitted under this Section 5.13, no use of the Seller Marks pursuant to the license this Section 6.15 shall be solely made by the Purchaser or its Affiliates and the Purchaser shall in connection with goods and services that reflect the high levels any event transition away from all use of quality and goodwill associated with the Seller Marks as of soon as is reasonably practicable after the Closing Date. Nothing in this Section 6.15 The Purchaser shall prohibit Buyer ensure that the quality of all goods and its Affiliates from using the Seller Marks after the Transition Period: (a) for uses that are required by applicable Law, (b) for internal uses that are not visible to the public, until such items are replaced in the ordinary course of business, (c) on historical legal and business agreements and documents, (d) to describe the history of services offered or current state of the relationship between the Business and Seller and its other Affiliates, and (e) in sold under any other manner that would not constitute trademark infringement or that would constitute “fair use” of the Seller Marks under applicable Lawshall be at least as high as the quality maintained by the members of the Seller Group and their respective Affiliates for such goods and services as of the Closing and, at the Seller’s request, shall provide the Seller with samples of its use of the Seller Marks to permit the Seller to confirm the Purchaser’s compliance with the quality control requirements of this sentence. All use of the Seller Marks as permitted hereunder shall inure solely to the benefit of the Seller Group. The term “Purchaser shall incur all costs associated with re-branding of the Transferred Assets with signage, symbols and marks not constituting the Seller Marks” means all trademarks, service marks, trade dress, logos, trade names and corporate names owned by Seller or any which re-branding shall be completed during the term of its Affiliates that are not included in the Purchased Assets, including those containing or comprising “NOVABAY,” and any confusingly similar variations, translations, transliterations, abbreviations or derivatives thereof, whether used alone or in combination with other words or logos180-day transition license granted under this Section 5.13.