Common use of TRADEMARK AND OTHER RIGHTS Clause in Contracts

TRADEMARK AND OTHER RIGHTS. 5.10.1 Assignee shall use the trademark(s) designated by Asahi (hereinafter referred to as "Trademark"), including, without limitation, "Plasmaflo," "Hemosorba" and "Rheofilter," as instructed by Assignor in distributing the Device purchased hereunder and shall not use any other trademarks in connection with such distribution without prior written consent of Assignor. Assignee acknowledges that Asahi is the owner of all right, title and interest in and to the Trademark in the Territory in any form or embodiment thereof and is the owner of the goodwill attached or which shall become attached to the Trademark in connection with the business and goods in relation to which the same has been, is or shall be used. Sales by Assignee shall be deemed to have been made by Asahi for purposes of trademark registration and all uses of the Trademark by Assignee shall inure to the benefit of Asahi. Assignee shall not, at any time, do or suffer to be done any act or thing which may in any way adversely affect any rights of Asahi in and to the Trademark or any registration thereof or which, directly or indirectly, may reduce the value of the Trademark or detract from its reputation. At Assignor's request, Assignee shall execute any documents, including registered user agreements, reasonably required by Assignor to confirm Asahi's ownership of all rights in and to the Trademark in the Territory and to confirm the respective rights of Assignor and Assignee under this Agreement. Assignee shall not alter, obliterate, deface or remove any xxxx, marking, serial number or other symbol carried on the Device or on the packaging in which the Device are enclosed without the consent of Assignor. In the event that Asahi desires to change any such xxxx, marking, serial number of other symbol, Assignee will cooperate with Assignor in such manner as may be agreed upon by the parties. Assignee never shall challenge Asahi's ownership of or the validity of the Trademark or any application for registration there, or any trademark registrations thereof, or any rights of Asahi's therein.

TRADEMARK AND OTHER RIGHTS. 5.10.1 Assignee 6.1 OCCULOGIX shall be the exclusive licensee of the TRADEMARKS owned by DIAMED in the TERRITORY for use in association with the PRODUCT and shall use the trademark(s) designated by Asahi (hereinafter referred to as "Trademark"), including, TRADEMARKS without limitation, "Plasmaflo," "Hemosorba" and "Rheofilter," as instructed by Assignor DIAMED in distributing the Device PRODUCT purchased hereunder and shall not use any other trademarks TRADEMARKS in connection with such distribution without prior written consent of AssignorDIAMED. Assignee OCCULOGIX acknowledges that Asahi that, as between DIAMED and OCCULOGIX, DIAMED is the owner of all rightrights, title and interest in and to the Trademark TRADEMARKS in the Territory TERRITORY in any form or embodiment thereof and is the owner of the goodwill attached or which shall become attached to the Trademark TRADEMARKS in connection with the business and goods in relation to which the same has been, is or shall be used. Sales by Assignee OCCULOGIX shall be deemed to have been made by Asahi DIAMED for purposes of trademark registration and all uses of the Trademark TRADEMARKS by Assignee OCCULOGIX shall inure to the benefit of AsahiDIAMED. Assignee OCCULOGIX shall not, at any time, do or suffer to be done any act or thing which may in any way adversely affect any rights of Asahi DIAMED in and to the Trademark TRADEMARKS or any registration registrations thereof or which, directly or indirectly, may reduce the value of the Trademark TRADEMARKS or detract from its reputation. At AssignorDIAMED's request, Assignee OCCULOGIX shall execute any documents, including registered user agreements, reasonably required by Assignor DIAMED to confirm AsahiDIAMED's ownership of all rights in and to the Trademark TRADEMARKS in the Territory TERRITORY and to confirm the respective rights of Assignor DIAMED and Assignee OCCULOGIX under this Agreement. Assignee OCCULOGIX shall not alter, obliterate, deface or remove any xxxx, marking, serial number or other symbol carried on the Device PRODUCT or on the packaging in which the Device PRODUCT are enclosed without the consent of AssignorDIAMED. In the event that Asahi DIAMED desires to change any such xxxx, marking, serial number of or other symbol, Assignee OCCULOGIX will cooperate with Assignor DIAMED in such manner as may be agreed upon by the parties. Assignee OCCULOGIX never shall challenge AsahiDIAMED's ownership of or the validity of the Trademark TRADEMARKS or any application for registration thereregistrations thereof, or any trademark registrations thereof, or any rights of Asahi's DIAMED therein. 6.2 Should OCCULOGIX have already registered any of the TRADEMARKS prior to this agreement in its name or its predecessor's name, OCCULOGIX will take immediate action to change the ownership to DIAMED and inform DIAMED on such action without delay. 6.3 During the term of the Agreement and thereafter, OCCULOGIX shall not apply for or acquire the registration of the TRADEMARKS, nor shall OCCULOGIX contest DIAMED's right in or disturb DIAMED's use of the TRADEMARKS or goodwill therein. Should OCCULOGIX have the TRADEMARKS registered in its name of any other person, DIAMED shall have the right to have the registration cancelled or transferred to DIAMED. 6.4 In the event that OCCULOGIX learns of any infringement or imitation of the TRADEMARKS or of any use by any person of any trademark similar to the TRADEMARKS, it promptly shall notify DIAMED thereof. DIAMED thereupon shall take such action as it deems advisable for the protection of its rights in and to the TRADEMARKS and, if requested to do so by DIAMED. OCCULOGIX shall cooperate with DIAMED in all respects at DIAMED's sole expense. In no event, however, shall DIAMED be required to take any action if it deems it inadvisable to do so and OCCULQGIX shall have no right to take any action with respect to the TRADEMARKS without DIAMED's prior written approval. 6.5 Upon the termination of this Agreement for any reason whatsoever, OCCULOGIX shall, except as DIAMED may specifically authorize in writing, immediately cease and desist from carrying on any and all use of the TRADEMARKS, and shall immediately cease and desist from making any statements indicating, explicitly or implicitly, that it is an authorized DIAMED distributor or dealer of DIAMED's PRODUCTs or other DIAMED goods and services. 6.6 Any patent, design, copyright and other intellectual property rights embodied in the PRODUCT shall be the sole property of DIAMED or the third party designated by DIAMED; and OCCULOGIX shall not, either directly or indirectly, contest nor assist others in contesting the validity of such intellectual property rights. DIAMED shall be entitled to terminate this Agreement forthwith on notice to OCCULOGIX if OCCULOGIX should violate said obligation. OCCULOGIX shall not acquire any right in the PRODUCT by execution of this Agreement or performance hereunder or otherwise and shall not use any of them after termination of this Agreement resulting from expiration of its term or any other cause whatsoever. 6.7 Nothing in this Agreement shall be construed as a warranty or representation that the PRODUCT or the use thereof will be free from infringement of any patent or other intellectual property rights of any third party. DIAMED shall not be under any obligation to defend, or to participate in the defense of, OCCULOGIX against any claim or suit alleging such infringement; provided, however, that DIAMED shall, at OCCULOGIX's costs, cooperate and assist OCCULOGIX in the defense of any such claim or suit. 6.8 In the event that OCCULOGIX obtains any intellectual property right relating to the TREATMENT DISEASE using PRODUCT, DIAMED shall have the first refusal right to obtain a non-exclusive right and license from OCCULOGIX to use such intellectual property right for manufacture, sales and use of PRODUCT outside the TERRITORY for such territories where the PRODUCT is actively distributed during the term of this Agreement.

TRADEMARK AND OTHER RIGHTS. 5.10.1 Assignee 10.1 OCCULOGIX shall use the trademark(s) designated by Asahi ASAHI (hereinafter referred to as "Trademark"), including, without limitation, "Plasmaflo," "Hemosorba" and "Rheofilter," ", as instructed by Assignor ASAHI in distributing the Device Product purchased hereunder and shall not use any other trademarks in connection with such distribution without prior written consent of AssignorASAHI. Assignee OCCULOGIX acknowledges that Asahi that, as between ASAHI and OCCULOGIX, ASAHI is the owner of all right, title and interest in and to the Trademark in the Territory in any form or embodiment thereof and is the owner of the goodwill attached or which shall become attached to the Trademark in connection with the business and goods in relation to which the same has been, is or shall be used. Sales by Assignee OCCULOGIX shall be deemed to have been made by Asahi ASAHI for purposes of trademark registration and all uses of the Trademark by Assignee OCCULOGIX shall inure to the benefit of AsahiASAHI. Assignee OCCULOGIX shall not, at any time, do or suffer to be done any act or thing which may in any way adversely affect any rights of Asahi ASAHI in and to the Trademark or any registration registrations thereof or which, directly or indirectly, may reduce the value of the Trademark or detract from its reputation. At AssignorASAHI's request, Assignee OCCULOGIX shall execute any documents, including registered user agreements, reasonably required by Assignor ASAHI to confirm AsahiASAHI's ownership of all rights in and to the Trademark in the Territory and to confirm the respective rights of Assignor ASAHI and Assignee OCCULOGIX under this Agreement. Assignee OCCULOGIX shall not alter, obliterate, deface or remove any xxxx, marking, serial number or other symbol carried on the Device Product or on the packaging in which the Device Product are enclosed without the consent of AssignorASAHI. In the event that Asahi ASAHI desires to change any such xxxx, marking, serial number of or other symbol, Assignee OCCULOGIX will cooperate with Assignor ASAHI in such manner as may be agreed upon by the parties. Assignee OCCULOGIX never shall challenge AsahiASAHI's ownership of or the validity of the Trademark or any application for registration therethereof, or any trademark registrations thereof, or any rights of Asahi's ASAHI therein.

TRADEMARK AND OTHER RIGHTS. 5.10.1 Assignee 10.1 OCCULOGIX shall use the trademark(s) designated by Asahi ASAHI (hereinafter referred to as "“Trademark"”), including, without limitation, "“Plasmaflo," "Hemosorba" ” and "“Rheofilter," ”, as instructed by Assignor ASAHI in distributing the Device Product purchased hereunder and shall not use any other trademarks in connection with such distribution without prior written consent of AssignorASAHI. Assignee OCCULOGIX acknowledges that Asahi that, as between ASAHI and OCCULOGIX, ASAHI is the owner of all right, title and interest in and to the Trademark in the Territory in any form or embodiment thereof and is the owner of the goodwill attached or which shall become attached to the Trademark in connection with the business and goods in relation to which the same has been, is or shall be used. Sales by Assignee OCCULOGIX shall be deemed to have been made by Asahi ASAHI for purposes of trademark registration and all uses of the Trademark by Assignee OCCULOGIX shall inure to the benefit of AsahiASAHI. Assignee OCCULOGIX shall not, at any time, do or suffer to be done any act or thing which may in any way adversely affect any rights of Asahi ASAHI in and to the Trademark or any registration registrations thereof or which, directly or indirectly, may reduce the value of the Trademark or detract from its reputation. At Assignor's ASAHI’s request, Assignee OCCULOGIX shall execute any documents, including registered user agreements, reasonably required by Assignor ASAHI to confirm Asahi's ASAHI’s ownership of all rights in and to the Trademark in the Territory and to confirm the respective rights of Assignor ASAHI and Assignee OCCULOGIX under this Agreement. Assignee OCCULOGIX shall not alter, obliterate, deface or remove any xxxx, marking, serial number or other symbol carried on the Device Product or on the packaging in which the Device Product are enclosed without the consent of AssignorASAHI. In the event that Asahi ASAHI desires to change any such xxxx, marking, serial number of or other symbol, Assignee OCCULOGIX will cooperate with Assignor ASAHI in such manner as may be agreed upon by the parties. Assignee OCCULOGIX never shall challenge Asahi's ASAHI’s ownership of or the validity of the Trademark or any application for registration therethereof, or any trademark registrations thereof, or any rights of Asahi's ASAHI therein. 10.2 During the term of this Agreement and thereafter, OCCULOGIX shall not apply for or acquire the registration of the Trademark, nor shall OCCULOGIX contest ASAHI’s right in or disturb ASAHI’s use of the trademark or goodwill. Should OCCULOGIX have the Trademark registered in its name or name of any other person, ASAHI shall have the right to have the registration canceled or transferred to ASAHI. 10.3 In the event that OCCULOGIX learns of any infringement or imitation of the Trademark or of any use by any person of any trademark similar to the Trademark, it promptly shall notify ASAHI thereof. ASAHI shall thereupon take such action as it deems advisable for the protection of its rights in and to the Trademark and, if requested to do so by ASAHI, OCCULOGIX shall cooperate with ASAHI in all respects at ASAHI’s sole expense. In no event, however, shall ASAHI be required to take any action if it deems it inadvisable to do so and OCCULOGIX shall have no right to take any action with respect to the Trademark without ASAHI’s prior written approval. 10.4 Upon the expiration or termination of this Agreement for any reason whatsoever, OCCULOGIX shall, except as ASAHI may specifically authorize in writing, immediately cease and desist from carrying on any and all use of any trademarks, trade names, words or symbols of any nature indicating, explicitly or implicitly, that it is an authorized ASAHI distributor or dealer of ASAHI’s products or other ASAHI goods and services. 10.5 For greater certainty, for purposes of this Agreement, the term “Trademark” shall not be interpreted to include any trademarks obtained by OCCULOGIX not in violation of this Agreement (including, without limitation, “RHEOPHERESIS” and “RHEO CLINIC”), notwithstanding any prior written consent that may have been granted by ASAHI to OCCULOGIX pursuant to Article 10.1 to use any such trademarks in connection with the distribution of the Product. With respect to “RHEO” obtained by OCCULOGIX, ASAHI and OCCULOGIX shall own jointly its right in trademark. 10.6 Any patent, design, copyright and other intellectual property rights embodied in the Product shall be the sole property of ASAHI or the third party designated by ASAHI, and OCCULOGIX shall not, either directly or indirectly, contest nor assist others in contesting the validity of such intellectual property rights. ASAHI shall be entitled to terminate this Agreement forthwith on notice to OCCULOGIX if OCCULOGIX should violate said obligation. OCCULOGIX shall not acquire any right in the Product by execution of this Agreement or performance hereunder or otherwise and shall not use any of them after expiration or termination of this Agreement. 10.7 Nothing in this Agreement shall be construed as a warranty or representation that the Product or the use thereof will be free from infringement of any patent or other intellectual property rights of any third party. ASAHI shall not be under any obligation to defend, or to participate in the defense of, OCCULOGIX against any claim or suit alleging such infringement; provided, however, that ASAHI shall, at OCCULOGIX’s costs, cooperate and assist OCCULOGIX in the defense of any such claim or suit. 10.8 In the event that OCCULOGIX has or obtains any intellectual property right relating to the Treatment Disease using Product (including without limitation the patents set forth in Exhibit G attached hereto), ASAHI shall have the first refusal right to obtain from OCCULOGIX a non-exclusive right and license to use or practice such intellectual property right for manufacture, sell and use of Product, (i) within the Territory-3 and outside the Territory during the term of this Agreement and thereafter, and (ii) within the Territory (excluding Territory-3) after expiration or termination of this Agreement pursuant to Article 18.1 or 19.1 or after the conversion into non-exclusive right pursuant to Article 19.3.