Common use of The Licensor Clause in Contracts

The Licensor. or Licensee shall at the request of the other party execute and at Licensee's expense take all steps reasonable requisite for the registration or recordal of the license granted hereunder in such form as may be reasonably required by the requesting party. The Licensee agrees that any such recordal may be canceled by the Licensor on the termination of this Agreement in accordance with its terms and that it will assist the Licensor so far as is necessary to achieve such cancellation by executing any necessary documents or doing any necessary acts CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS. in connection therewith. CONDITIONS OF USE 3.1 The Licensee hereby undertakes that: (a) it will use the Licensed Marks only in relation to Products which conform to the current quality standards used by Licensee or AP Biotech; (b) it will use the Licensed Marks (including, without limitation, both with respect to presentation of the Licensed Marks on the Products, packing, wrappers, notepaper, price lists, advertisements and other promotional material and the like and with respect to shaping, printing style, colour, quality of materials used and otherwise) only in the form set out in Schedule 2 or as may from time to time be approved by the Licensor or AP Biotech; (c) it will not use the Licensed Marks together or in combination with any other marks, names, words, logos, symbols or devices other than: (i) those specified in Schedule 1 or the trademarks licensed to Licensee by Pharmacia & Upjohn, Inc. under a Trade Xxxx License Agreement of even date hereof-, and (ii) the names "Biochrom" and "Harvard", whether jointly or separately, and all related and associated logos and trademarks; (d) it will not use the Licensed Marks in relation to any goods other than the Products nor use or seek to register any other trade or service marks which are similar to or substantially similar to or so nearly resemble the Licensed Marks as to be likely to cause deception or confusion; (e) it shall, when requested to do so by the Licensor or AP Biotech, supply the Licensor and AP Biotech with details of any written complaints made by customers relating to the Products together with reports, if any exist, on the manner in which such complaints are being or have been dealt with and shall comply with any reasonable directions or recommendations given by the Licensor or AP Biotech in respect thereof, (f) it shall submit to the Licensor and AP Biotech for their approval a specimen of every new advertising or promotional material issued or created by Licensee in which the Licensed Marks appear and the Licensee undertakes not to use or distribute such material unless and until the Licensor and AP Biotech shall have approved the same in writing. If Licensor and AP Biotech fail to respond within twenty-eight (28) days the foregoing material will be deemed approved; (g) to the extent consistent with past practice, it will include on the Products and in all documentation and material referred to in paragraphs (b) and (f) a statement that the relevant Licensed Xxxx is the registered trade xxxx or the trade xxxx as the case may be of the Licensor; and CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS. (h) it will not use the Licensed Marks in a manner which is likely to cause material harm to the goodwill attached to the Licensed Marks. The parties acknowledge that AP Biotech is a distributor of the Products and that Licensee shall not be responsible for, or deemed to control, the actions or omissions of AP Biotech.

The Licensor. or Licensee shall at The Licensor makes the request of following representations and warranties to the other party execute and at Licensee's expense take all steps reasonable requisite for the registration or recordal of the license granted hereunder in such form as may be reasonably required by the requesting party. The Licensee agrees that any such recordal may be canceled by the Licensor on the termination of this Agreement in accordance with its terms and that it will assist the Licensor so far as is necessary to achieve such cancellation by executing any necessary documents or doing any necessary acts CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS. in connection therewith. CONDITIONS OF USE 3.1 The Licensee hereby undertakes that: (a) The Licensor has the right to grant the license under this Agreement and it will use has not granted to a Third Party any rights relating to the commercial exploitation of the Licensed Marks only in relation to Products which conform to the current quality standards used by Licensee or AP Biotech;Patents. (b) To the Licensor’s best knowledge and based upon information and representations and warranties made to it will use by it’s respective Inventor and the assignments signed by the Inventors, the Licensor owns all right, title and interest in the Licensed Marks (includingPatents and there have been no claims made against the Licensor asserting the invalidity or non-enforceability of, without limitation, both or with respect to presentation of the Licensed Marks on the ProductsPatents, packing, wrappers, notepaper, price lists, advertisements and other promotional material and the like and with respect to shaping, printing style, colour, quality of materials used and otherwise) only in the form set out in Schedule 2 or as may from time to time be approved by the Licensor or AP Biotech;is not aware that any such claims exist. (c) it will not use To the Licensed Marks together or in combination with any other marksLicensor’s best knowledge, names, words, logos, symbols or devices other than: (i) those specified in Schedule 1 no action alleging infringement of the intellectual property rights of any Third Party has been made or threatened against the Licensor with respect to the Ad/PNP-F-araAMP Technology or the trademarks licensed Licensed Patents, (ii) there is no pending or threatened action or litigation relating to Licensee by Pharmacia & Upjohn, Inc. under a Trade Xxxx License Agreement of even date hereof-the Ad/PNP-F-araAMP Technology or the Licensed Patents, and (iiiii) there are no judgements or settlements against or owed by Licensor relating to the names "Biochrom" and "Harvard", whether jointly Ad/PNP-FaraAMP Technology or separately, and all related and associated logos and trademarks;the Licensed Patents. (d) it will not use To the best of Licensor’s knowledge, Exhibit A sets forth a true, correct and complete list of the Licensor’s Patents existing as of the Effective Date that the Licensee has practiced with respect to the Licensed Marks in relation to any goods other than Product and the Products nor use or seek to register any other trade or service marks which are similar to or substantially similar to or so nearly resemble the Licensed Marks as to be likely to cause deception or confusion;Ad/PNP-FaraAMP Technology. (e) it shallTo the best of the Licensor’s knowledge, when requested to do so by the Licensor or AP Biotechits counsel have presented all references, supply documents, or information for which it or the Licensor and AP Biotech with details of any written complaints made Inventors (while they were employed by customers relating the Licensor) had a duty to disclose under Applicable Law, including 37 C.F.R. 1.56 or its foreign equivalent, to the Products together with reports, if any exist, on the manner in which such complaints are being or have been dealt with and shall comply with any reasonable directions or recommendations given by the Licensor or AP Biotech in respect thereof, (f) it shall submit to the Licensor and AP Biotech for their approval a specimen of every new advertising or promotional material issued or created by Licensee in which the Licensed Marks appear and the Licensee undertakes not to use or distribute such material unless and until the Licensor and AP Biotech shall have approved the same in writing. If Licensor and AP Biotech fail to respond within twenty-eight (28) days the foregoing material will be deemed approved; (g) to the extent consistent with past practice, it will include on the Products and in all documentation and material referred to in paragraphs (b) and (f) a statement that relevant patent examiners at the relevant patent offices for each Licensed Xxxx is the registered trade xxxx or the trade xxxx as the case may be of the Licensor; and CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSIONPatent. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS. (h) it will not use the Licensed Marks in a manner which is likely to cause material harm to the goodwill attached to the Licensed Marks. The parties acknowledge that AP Biotech is a distributor of the Products and that Licensee shall not be responsible for, or deemed to control, the actions or omissions of AP Biotech.Schedule 2.01