Common use of TRADE MARKS AND DOMAIN NAMES Clause in Contracts

TRADE MARKS AND DOMAIN NAMES. 14.1 The Parties agree that, subject to consultation through the JSC, it shall be GW Pharma’s responsibility and expense to provide a single Trademark (the “First Trademark”) for Product satisfactory to the Competent and/or Regulatory Authorities in the Territory which can be used for Commercialisation of Product in the Territory. If at any time thereafter it is necessary to sell the Product in the Territory or any country or countries in the Territory under a trademark other than the First Trademark, GW Pharma or Almirall, as the case may be, shall send written notice to the other requesting a JSC meeting to consider the selection of a different Trademark. In the event a different Trademark is proposed by a Party: (i) the different Trademark (the “New Trademark”) must be acceptable to GW Pharma (acting reasonably) having regard to GW Pharma’s desire to have a global Trademark, (ii) the New Trademark must be acceptable to the Regulatory Authority in each jurisdiction where a use of the New Trademark would require making the change to the applicable Regulatory Application or Marketing Authorisation, (iii) all costs (including reasonable attorneys’ fees) for filing and prosecuting applications to register, and maintaining registration of such New Trademark in the Territory will be paid by (a) Almirall, if Almirall requested the New Trademark, or (b) GW Pharma, if GW Pharma requested the New Trademark, and (iv) any New Trademarks shall be registered in the name of, be owned by and be the sole property of GW Pharma and subject to the terms and conditions set forth in this Clause 14. 14.2 In relation to any Trademark other than the First Trademark, if any Competent or Regulatory Authority in the Territory insists on the use of a trademark other than such Trademark in such country, GW Pharma or Almirall, as the case may be, shall send written notice to the other requesting a JSC meeting to consider the issue. At such committee meeting the Parties shall agree either (i) that the Trademark should be changed in all countries including the Territory (in which case the terms set out in Clause 14.1(i) (ii) and (iv) shall apply) or (ii) that the preferable course is to adopt a different trademark only in the Territory (in which case the term set out in Clause 14.1(iv) shall apply). In either case all costs (including reasonable attorneys’ fees) for filing and prosecution any new trademark applications will be shared equally by the Parties. 14.3 Almirall agrees to Commercialise Product solely under the Trademark. Almirall shall ensure that each reference to and use of the Trademark by Almirall in any marketing material related to the Product is acceptable to GW Pharma as specified in Clause 14.5 and is accompanied by an acknowledgement that the Trademark is a trademark or registered trademark owned by GW Pharma and used in the course of the business by Almirall solely in connection with the Commercialising rights and obligations attributed to Almirall under this Agreement. 14.4 The Parties shall, through the medium of the JSC, discuss and agree the initial Trade Dress, Packaging and Labelling for Product. For clarity, if there is any dispute between the Parties relating to the initial Trade Dress, including its design the final decision shall be Almirall’s. If there is any dispute between the Parties regarding the Packaging (other than the Trade Dress), or Labelling of finished Product the final decisions shall be GW Pharma’s (which decision shall be made in accordance with the requirement of the relevant Marketing Authorisation). Once agreed, GW Pharma shall specify such Trade Dress in each Marketing Authorisation for Product. 14.4.1 GW Pharma shall bear the initial costs in respect of preparation of artwork and Labels for Product for Launch in each country in the Territory. Almirall shall bear any subsequent costs for changes to artwork or Labelling requested by Almirall during the Term. Almirall shall bear the write-off costs in respect of packaging components, resulting from artwork or Labelling changes requested by Almirall; 14.4.2 GW Pharma shall bear the artwork and Labelling costs arising from any artwork and Labelling changes instigated by the Regulatory Authority or arising for regulatory reasons implemented by GW Pharma as holder of the relevant Marketing Authorisation; 14.4.3 GW Pharma shall ensure that the external Packaging of the Product includes Almirall’s name and logo. Save as required by any Applicable Law, GW Pharma will not affix to any of the Products any trademark (other than the Trademark and Almirall’s name and logo) business name, label or sign other than as may previously have been approved in writing by Almirall (such approval not to be unreasonably withheld or delayed). For the avoidance of doubt, the inclusion of Almirall’s name and logo on the external Packaging of the Product shall not (expressly or by implication) result in the assignment, licence or transfer of any GW Pharma IP; 14.4.4 Save as required by any Applicable Law, GW Pharma shall not make any change to the layout, content or appearance of any Labelling of Product without the prior written consent of Almirall (such approval not to be unreasonably withheld or delayed). Almirall shall not alter the Packaging or Labelling of the Product nor shall Almirall conceal or otherwise obscure, remove or otherwise interfere with the Trademarks or other markings, which GW Pharma may include on the Packaging or Labelling of the Product. 14.5 A copy of the marketing material (which the Parties agree may be in draft layout) using or otherwise containing the Trademarks in the form to be distributed, referenced or otherwise used by Almirall in connection with its Commercialisation of the Product shall be provided to GW Pharma not less than thirty (30) days before Almirall intends to release, distribute, reference or use such material and GW Pharma shall have fifteen (15) Business Days from receipt of the same to provide Almirall with any comments or suggested amendments in relation to the use of the Trademark. Almirall shall take such reasonable comments or suggested amendments into account subject always to GW Pharma’s responsibilities as the holder or intended holder of the Marketing Authorisation relating to Product. If GW Pharma does not provide any comments or suggested amendments within such fifteen (15) Business Day period GW Pharma shall be deemed to have approved the use of the Trademarks in such marketing material. The restrictions of this Clause 14.5 shall not apply in relation to marketing or promotional material relating to Almirall (as opposed to the Commercialisation of Product) and Almirall shall be free to use the Trademarks in Almirall’s own promotional material and presentations (for example, company presentations during fund raising activities). 14.6 Almirall shall provide GW Pharma with information and examples as to Almirall’s use of the Trademarks, as GW Pharma may request, to permit GW Pharma’s proper maintenance and registrations of the Trademarks. 14.7 Almirall expressly acknowledges that GW Pharma owns the Trademarks, and the goodwill associated therewith. Almirall shall not attack, dispute, or contest the validity of GW Pharma’s ownership of the Trademarks or any registrations issued or issuing with respect thereto, both during the Term and/or thereafter. Almirall further agrees that any use of the Trademarks within the course of its business activity of Product Commercialisation by Almirall shall be for the benefit of GW Pharma and any goodwill accrued in connection with the use and display of the Trademarks shall accrue solely to the benefit of GW Pharma and not Almirall. In the event Almirall acquires any rights relating to the Trademark for any reason, Almirall agrees to assign to GW Pharma, at no cost to GW Pharma, all such rights, together with any related goodwill. Almirall shall not do or perform any act that may endanger, destroy, or similarly affect the value of the goodwill pertaining to the Trademarks nor do any act that might support a petition to cancel or otherwise invalidate any registration relating to the Trademarks or cause the applicable registrar to require a disclaimer of exclusive rights in such Trademarks nor assist any other person or other entity, directly or indirectly, in so doing. Almirall will, at any time, upon the request of GW Pharma, execute any documents reasonably required by GW Pharma to confirm GW Pharma’s ownership of all such rights in the Trademarks. 14.8 Almirall shall not sell or otherwise distribute Product under any other trademark, logo or other indicia other than as contemplated under the terms and conditions of this Agreement. 14.9 From the Effective Date neither Party shall use any trademarks or trade names (other than the Trademarks) so resembling the Trademarks so as to be likely to cause confusion, dilution, or deception. Almirall shall not register the Trademarks in its own name nor attempt to register any trademarks, marks, or trade names confusingly similar to the Trademarks. 14.10 Before using a domain name in connection with the Product, Almirall and GW Pharma shall agree as to the design of the homepage of such domain name, such agreement not to be unreasonably withheld or delayed. GW Pharma shall own all domain names.

Appears in 3 contracts

Samples: Product Commercialisation and Supply Agreement (Gw Pharmaceuticals PLC), Product Commercialisation and Supply Agreement (Gw Pharmaceuticals PLC), Product Commercialisation and Supply Agreement (Gw Pharmaceuticals PLC)

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TRADE MARKS AND DOMAIN NAMES. 14.1 The Parties agree that, subject to consultation through the JSC, it shall be GW PharmaLicensor’s responsibility and expense to provide a single Trademark (the “First Trademark”) for Product satisfactory to the Competent and/or Regulatory Authorities in the Territory which can be used for Commercialisation Launch of such Product in the Territory. If at any time thereafter it It is necessary to sell the Product in the Territory or any country or countries in the Territory under a trademark other than intended that such trade xxxx shall be the First Trademark, GW Pharma or Almirall, as . If the case may be, FDA requires any different trademark and the Licensee is prevented from using the First Trademark on the Product the Parties shall send written notice to through the other requesting a JSC meeting to consider determine the selection of a different Trademark. In New Trademark for the event a different Product Provided that the New Trademark is proposed by a Party: (i) the different Trademark (the “New Trademark”) must be acceptable to GW Pharma Licensor (acting reasonably) having regard to GW PharmaLicensor’s desire to have a global Trademark, (ii) the New Trademark must be acceptable to the Regulatory Authority in each jurisdiction where a use of the New Trademark would require making the change to the applicable Regulatory Application or Marketing AuthorisationFDA, (iii) all costs (including reasonable attorneys’ fees) for filing and prosecuting applications to register, and maintaining registration of such New Trademark in the Territory will be paid by (a) Almirall, if Almirall requested the New Trademark, or (b) GW Pharma, if GW Pharma requested the New Trademark, Licensor and (iv) any New Trademarks Trademark shall be registered in the name of, be owned by and be the sole property of GW Pharma Licensor and subject to the terms and conditions set forth in this Clause 14. 14.2 In relation to any Trademark other than the First Trademark, if any Competent or Regulatory Authority in the Territory insists on the use of a trademark other than such Trademark in such country, GW Pharma or Almirall, as the case may be, shall send written notice to the other requesting a JSC meeting to consider the issue. At such committee meeting the Parties shall agree either (i) that the Trademark should be changed in all countries including the Territory (in which case the terms set out in Clause 14.1(i) (ii) and (iv) shall apply) or (ii) that the preferable course is to adopt a different trademark only in the Territory (in which case the term set out in Clause 14.1(iv) shall apply). In either case all costs (including reasonable attorneys’ fees) for filing and prosecution any new trademark applications will be shared equally by the Parties. 14.3 Almirall Licensee agrees to Commercialise Product solely under the Trademark. Almirall Licensee shall ensure that each reference to and use of the Trademark by Almirall Licensee in any marketing material related to the Product is acceptable to GW Pharma Licensor as specified in Clause 14.5 14.4 and is accompanied by an acknowledgement that the Trademark is a trademark or registered trademark owned by GW Pharma Licensor and used by Licensee under license. 14.3 The initial Trade Dress for the Product shall be as set by the Licensor as part of its global commercialisation plan. Licensee may request Licensor to modify or alter the Trade Dress for the Product. In such a case Licensor shall implement such modifications or alterations on the following terms: 14.3.1 Licensee shall supply Licensor with full details of such new Trade Dress and if the cost and expense of printing Packaging with such new Trade Dress is greater than the cost and expense of the two colour printing process intended to be used by or on behalf of Licensor for the Trade Dress outside the Territory, Licensor shall, within sixty (60) days of receipt of details of such new Trade Dress, advise Licensee in writing of such additional cost and expense relating to preparing and printing such new Trade Dress specified as a price per Unit (or other package volumes) as agreed between the Parties from time to time; 14.3.2 if Licensee decides to proceed, Licensor shall be responsible for commissioning and acquiring all related artwork, plates and other materials necessary to print the Packaging in the course of new Trade Dress at Licensee’s cost and expense; and 14.3.3 if Licensee decides to proceed, the business additional price per Unit identified by Almirall solely in connection with Licensor under Clause 14.3.1 shall be added to the Commercialising rights and obligations attributed to Almirall Purchase Price under this AgreementClause 10.1. 14.4 The Parties shall, through the medium of the JSC, discuss and agree the initial Trade Dress, Packaging and Labelling for Product. For clarity, if there is any dispute between the Parties relating to the initial Trade Dress, including its design the final decision shall be Almirall’s. If there is any dispute between the Parties regarding the Packaging (other than the Trade Dress), or Labelling of finished Product the final decisions shall be GW Pharma’s (which decision shall be made in accordance with the requirement of the relevant Marketing Authorisation). Once agreed, GW Pharma shall specify such Trade Dress in each Marketing Authorisation for Product. 14.4.1 GW Pharma shall bear the initial costs in respect of preparation of artwork and Labels for Product for Launch in each country in the Territory. Almirall shall bear any subsequent costs for changes to artwork or Labelling requested by Almirall during the Term. Almirall shall bear the write-off costs in respect of packaging components, resulting from artwork or Labelling changes requested by Almirall; 14.4.2 GW Pharma shall bear the artwork and Labelling costs arising from any artwork and Labelling changes instigated by the Regulatory Authority or arising for regulatory reasons implemented by GW Pharma as holder of the relevant Marketing Authorisation; 14.4.3 GW Pharma shall ensure that the external Packaging of the Product includes Almirall’s name and logo. Save as required by any Applicable Law, GW Pharma will not affix to any of the Products any trademark (other than the Trademark and Almirall’s name and logo) business name, label or sign other than as may previously have been approved in writing by Almirall (such approval not to be unreasonably withheld or delayed). For the avoidance of doubt, the inclusion of Almirall’s name and logo on the external Packaging of the Product shall not (expressly or by implication) result in the assignment, licence or transfer of any GW Pharma IP; 14.4.4 Save as required by any Applicable Law, GW Pharma shall not make any change to the layout, content or appearance of any Labelling of Product without the prior written consent of Almirall (such approval not to be unreasonably withheld or delayed). Almirall shall not alter the Packaging or Labelling of the Product nor shall Almirall conceal or otherwise obscure, remove or otherwise interfere with the Trademarks or other markings, which GW Pharma may include on the Packaging or Labelling of the Product. 14.5 A copy of the marketing material (which the Parties agree may be in draft layout) using or otherwise containing the Trademarks in the form to be distributed, referenced or otherwise used by Almirall Licensee in connection with its Commercialisation of the Product shall be provided to GW Pharma Licensor not less than thirty (30) days before Almirall Licensee intends to release, distribute, reference or use such material and GW Pharma Licensor shall have fifteen (15) Business Days from receipt of the same to provide Almirall Licensee with any comments or suggested amendments in relation to the use of the Trademark. Almirall Licensee shall take such reasonable comments or suggested amendments into account subject always account. 14.5 The final decision on Packaging, design and Labelling shall be Licensee’s; Licensor shall as directed by Licensee (acting in accordance with the requirement of the relevant Marketing Authorisation), ensure that the external Packaging of the Product complies with the Applicable Law of the Territory. Save to GW Pharma’s responsibilities as the holder extent Licensee may be required to do so by a Competent or intended holder Regulatory Authority or pursuant to the requirements of the Marketing Authorisation relating to Product. If GW Pharma does Authorisation, Licensee shall not provide any comments alter the Packaging or suggested amendments within such fifteen (15) Business Day period GW Pharma shall be deemed to have approved the use Labelling of the Trademarks in such marketing material. The restrictions of this Clause 14.5 Product nor shall not apply in relation to marketing Licensee conceal or promotional material relating to Almirall (as opposed to the Commercialisation of Product) and Almirall shall be free to use otherwise obscure, remove or otherwise interfere with the Trademarks or other markings, which Licensor, in Almirall’s own promotional material and presentations (for exampleits sole discretion, company presentations during fund raising activities)may include on the Packaging or Labelling of the Product. 14.6 Almirall Licensee shall provide GW Pharma Licensor with information and examples as to AlmirallLicensee’s use of the Trademarks, as GW Pharma Licensor may request, to permit GW PharmaLicensor’s proper maintenance and registrations of the Trademarks. 14.7 Almirall Licensee expressly acknowledges that GW Pharma Licensor owns the Trademarks, and the goodwill associated therewith. Almirall Licensee shall not attack, dispute, or contest the validity of GW PharmaLicensor’s ownership of the Trademarks or any registrations issued or issuing with respect thereto, both during the Term term of this Agreement and/or thereafter. Almirall Licensee further agrees that any use of the Trademarks within the course of its business activity of Product Commercialisation by Almirall Licensee shall be for the benefit of GW Pharma Licensor and any goodwill accrued in connection with the use and display of the Trademarks shall accrue solely to the benefit of GW Pharma Licensor and not AlmirallLicensee. In the event Almirall Licensee acquires any rights relating to the Trademark for any reason, Almirall Licensee agrees to assign to GW PharmaLicensor, at no cost to GW PharmaLicensor, all such rights, together with any related goodwill. Almirall Licensee shall not do or perform any act that may endanger, destroy, or similarly affect the value of the goodwill pertaining to the Trademarks nor do any act that might support a petition to cancel or otherwise invalidate any registration relating to the Trademarks or cause the applicable registrar to require a disclaimer of exclusive rights in such Trademarks nor assist any other person or other entity, directly or indirectly, in so doing. Almirall Licensee will, at any time, upon the request of GW PharmaLicensor, execute any documents reasonably required by GW Pharma Licensor to confirm GW PharmaLicensor’s ownership of all such rights in the Trademarks. 14.8 Almirall Licensee shall not sell or otherwise distribute Product under any other trademark, logo or other indicia other than as contemplated under the terms and conditions of this Agreement. 14.9 From the Effective Date neither Party Licensee shall not use any trademarks or trade names (other than the Trademarks) so resembling the Trademarks so as to be likely to cause confusion, dilution, or deception. Almirall Licensee shall not register the Trademarks in its own name nor attempt to register any trademarks, marks, or trade names confusingly similar to the Trademarks. 14.10 Before using Licensee uses a domain name in connection with the ProductProduct in the Territory, Almirall Licensee and GW Pharma Licensor shall agree as to the design of the homepage of such domain name, such agreement not to be unreasonably withheld or delayed. GW Pharma Licensor shall own all domain namesnames that incorporate the Licensor’s name or a Trademark.

Appears in 1 contract

Samples: License and Supply Agreement (Salix Pharmaceuticals LTD)

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TRADE MARKS AND DOMAIN NAMES. 14.1 The Parties agree that, subject to consultation through the JSC, it shall be GW PharmaLicensor’s responsibility and expense to provide a single Trademark (the “First Trademark”) for Product satisfactory to the Competent and/or Regulatory Authorities in the Territory which can be used for Commercialisation Launch of such Product in the Territory. If at any time thereafter it It is necessary to sell the Product in the Territory or any country or countries in the Territory under a trademark other than intended that such trade xxxx shall be the First Trademark, GW Pharma or Almirall, as . If the case may be, FDA requires any different trademark and the Licensee is prevented from using the First Trademark on the Product the Parties shall send written notice to through the other requesting a JSC meeting to consider determine the selection of a different Trademark. In New Trademark for the event a different Product Provided that the New Trademark is proposed by a Party: (i) the different Trademark (the “New Trademark”) must be acceptable to GW Pharma Licensor (acting reasonably) having regard to GW PharmaLicensor’s desire to have a global Trademark, (ii) the New Trademark must be acceptable to the Regulatory Authority in each jurisdiction where a use of the New Trademark would require making the change to the applicable Regulatory Application or Marketing AuthorisationFDA, (iii) all costs (including reasonable attorneys’ fees) for filing and prosecuting applications to register, and maintaining registration of such New Trademark in the Territory will be paid by (a) Almirall, if Almirall requested the New Trademark, or (b) GW Pharma, if GW Pharma requested the New Trademark, Licensor and (iv) any New Trademarks Trademark shall be registered in the name of, be owned by and be the sole property of GW Pharma Licensor and subject to the terms and conditions set forth in this Clause 14. 14.2 In relation to any Trademark other than the First Trademark, if any Competent or Regulatory Authority in the Territory insists on the use of a trademark other than such Trademark in such country, GW Pharma or Almirall, as the case may be, shall send written notice to the other requesting a JSC meeting to consider the issue. At such committee meeting the Parties shall agree either (i) that the Trademark should be changed in all countries including the Territory (in which case the terms set out in Clause 14.1(i) (ii) and (iv) shall apply) or (ii) that the preferable course is to adopt a different trademark only in the Territory (in which case the term set out in Clause 14.1(iv) shall apply). In either case all costs (including reasonable attorneys’ fees) for filing and prosecution any new trademark applications will be shared equally by the Parties. 14.3 Almirall Licensee agrees to Commercialise Product solely under the Trademark. Almirall Licensee shall ensure that each reference to and use of the Trademark by Almirall Licensee in any marketing material related to the Product is acceptable to GW Pharma Licensor as specified in Clause 14.5 14.4 and is accompanied by an acknowledgement that the Trademark is a trademark or registered trademark owned by GW Pharma Licensor and used by Licensee under license. 14.3 The initial Trade Dress for the Product shall be as set by the Licensor as part of its global commercialisation plan. Licensee may request Licensor to modify or alter the Trade Dress for the Product. In such a case Licensor shall implement such modifications or alterations on the following terms: 14.3.1 Licensee shall supply Licensor with full details of such new Trade Dress and if the cost and expense of printing Packaging with such new Trade Dress is greater than the cost and expense of the two colour printing process intended to be used by or on behalf of Licensor for the Trade Dress outside the Territory, Licensor shall, within sixty (60) days of receipt of details of such new Trade Dress, advise Licensee in writing of such additional cost and expense relating to preparing and printing such new Trade Dress specified as a price per Unit (or other package volumes) as agreed between the Parties from time to time; 14.3.2 if Licensee decides to proceed, Licensor shall be responsible for commissioning and acquiring all related artwork, plates and other materials necessary to print the Packaging in the course of new Trade Dress at Licensee’s cost and expense; and 14.3.3 if Licensee decides to proceed, the business additional price per Unit identified by Almirall solely in connection with Licensor under Clause 14.3.1 shall be added to the Commercialising rights and obligations attributed to Almirall Purchase Price under this AgreementClause 10.1. 14.4 The Parties shall, through the medium of the JSC, discuss and agree the initial Trade Dress, Packaging and Labelling for Product. For clarity, if there is any dispute between the Parties relating to the initial Trade Dress, including its design the final decision shall be Almirall’s. If there is any dispute between the Parties regarding the Packaging (other than the Trade Dress), or Labelling of finished Product the final decisions shall be GW Pharma’s (which decision shall be made in accordance with the requirement of the relevant Marketing Authorisation). Once agreed, GW Pharma shall specify such Trade Dress in each Marketing Authorisation for Product. 14.4.1 GW Pharma shall bear the initial costs in respect of preparation of artwork and Labels for Product for Launch in each country in the Territory. Almirall shall bear any subsequent costs for changes to artwork or Labelling requested by Almirall during the Term. Almirall shall bear the write-off costs in respect of packaging components, resulting from artwork or Labelling changes requested by Almirall; 14.4.2 GW Pharma shall bear the artwork and Labelling costs arising from any artwork and Labelling changes instigated by the Regulatory Authority or arising for regulatory reasons implemented by GW Pharma as holder of the relevant Marketing Authorisation; 14.4.3 GW Pharma shall ensure that the external Packaging of the Product includes Almirall’s name and logo. Save as required by any Applicable Law, GW Pharma will not affix to any of the Products any trademark (other than the Trademark and Almirall’s name and logo) business name, label or sign other than as may previously have been approved in writing by Almirall (such approval not to be unreasonably withheld or delayed). For the avoidance of doubt, the inclusion of Almirall’s name and logo on the external Packaging of the Product shall not (expressly or by implication) result in the assignment, licence or transfer of any GW Pharma IP; 14.4.4 Save as required by any Applicable Law, GW Pharma shall not make any change to the layout, content or appearance of any Labelling of Product without the prior written consent of Almirall (such approval not to be unreasonably withheld or delayed). Almirall shall not alter the Packaging or Labelling of the Product nor shall Almirall conceal or otherwise obscure, remove or otherwise interfere with the Trademarks or other markings, which GW Pharma may include on the Packaging or Labelling of the Product. 14.5 A copy of the marketing material (which the Parties agree may be in draft layout) using or otherwise containing the Trademarks in the form to be distributed, referenced or otherwise used by Almirall Licensee in connection with its Commercialisation of the Product shall be provided to GW Pharma Licensor not less than thirty (30) days before Almirall Licensee intends to release, distribute, reference or use such material and GW Pharma Licensor shall have fifteen (15) Business Days from receipt of the same to provide Almirall Licensee with any comments or suggested amendments in relation to the use of the Trademark. Almirall Licensee shall take such reasonable comments or suggested amendments into account subject always account. 14.5 The final decision on Packaging, design and Labelling shall be Licensee’s; Licensor shall as directed by Licensee (acting in accordance with the requirement of the relevant Marketing Authorisation), ensure that the external Packaging of the Product complies with the Applicable Law of the Territory. Save to GW Pharma’s responsibilities as the holder extent Licensee may be required to do so by a Competent or intended holder Regulatory Authority or pursuant to the requirements of the Marketing Authorisation relating to Product. If GW Pharma does Authorisation, Licensee shall not provide any comments alter the Packaging or suggested amendments within such fifteen (15) Business Day period GW Pharma shall be deemed to have approved the use Labelling of the Trademarks in such marketing material. The restrictions of this Clause 14.5 Product nor shall not apply in relation to marketing Licensee conceal or promotional material relating to Almirall (as opposed to the Commercialisation of Product) and Almirall shall be free to use otherwise obscure, remove or otherwise interfere with the Trademarks or other markings, which Licensor, in Almirall’s own promotional material and presentations (for exampleits sole discretion, company presentations during fund raising activities)may include on the Packaging or Labelling of the Product. 14.6 Almirall Licensee shall provide GW Pharma Licensor with information and examples as to AlmirallLicensee’s use of the Trademarks, as GW Pharma Licensor may request, to permit GW PharmaLicensor’s proper maintenance and registrations of the Trademarks. 14.7 Almirall Licensee expressly acknowledges that GW Pharma Licensor owns the Trademarks, and the goodwill associated therewith. Almirall Licensee shall not attack, dispute, or contest the validity of GW PharmaLicensor’s ownership of the Trademarks or any registrations issued or issuing with respect thereto, both during the Term term of this Agreement and/or thereafter. Almirall Licensee further agrees that any use of the Trademarks within the course of its business activity of Product Commercialisation by Almirall Licensee shall be for the benefit of GW Pharma Licensor and any goodwill accrued in connection with the use and display of the Trademarks shall accrue solely to the benefit of GW Pharma Licensor and not AlmirallLicensee. In the event Almirall Licensee acquires any rights relating to the Trademark for any reason, Almirall Licensee agrees to assign to GW PharmaLicensor, at no cost to GW PharmaLicensor, all such rights, together with any related goodwill. Almirall Licensee shall not do or perform any act that may endanger, destroy, or similarly affect the value of the goodwill pertaining to the Trademarks nor do any act that might support a petition to cancel or otherwise invalidate any registration relating to the Trademarks or cause the applicable registrar to require a disclaimer of exclusive rights in such Trademarks nor assist any other person or other entity, directly or indirectly, in so doing. Almirall Licensee will, at any time, upon the request of GW PharmaLicensor, execute any documents reasonably required by GW Pharma Licensor to confirm GW PharmaLicensor’s ownership of all such rights in the Trademarks. 14.8 Almirall Licensee shall not sell or otherwise distribute Product under any other trademark, logo or other indicia other than as contemplated under the terms and conditions of this Agreement. 14.9 From the Effective Date neither Party Licensee shall not use any trademarks or trade names (other than the Trademarks) so resembling the Trademarks so as to be likely to cause confusion, dilution, or deception. Almirall shall not register the Trademarks in its own name nor attempt to register any trademarks, marks, or trade names confusingly similar to the Trademarks. 14.10 Before using a domain name in connection with the Product, Almirall and GW Pharma shall agree as to the design of the homepage of such domain name, such agreement not to be unreasonably withheld or delayed. GW Pharma shall own all domain names.or

Appears in 1 contract

Samples: License and Supply Agreement (Salix Pharmaceuticals LTD)

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