Common use of Trademark License Clause in Contracts

Trademark License. (a) Reuters and TSI acknowledge that Reuters has, pursuant to the Existing License Agreement, assigned to TSI all of its (and TFT’s) right, title and interest in and to the Transferred TIB-Related Marks and all goodwill associated therewith. Reuters hereby continues to assign to TSI any right, title and interest that it may have or obtain in the Transferred TIB-Related Marks or the goodwill associated therewith. At TSI’s sole expense, Reuters shall perform such acts and execute such documents as are reasonably required to perfect the foregoing assignment and obtain and enforce trademark, service xxxx and other similar rights in the Transferred TIB-Related Marks. TSI hereby grants to Reuters a perpetual, royalty-free, irrevocable, worldwide right and license in favor of Reuters and its Affiliates to use Transferred TIB-Related Marks in connection with the marketing, use, sale and distribution of any of Reuters’ and their Affiliates’ respective products or the provision by Reuters or their Affiliates of any services. Reuters and its Affiliates’ right to use such Transferred TIB-Related Marks shall be only in conformance with TSI’s trademark usage guidelines delivered to Reuters from time to time, which guidelines shall be reasonable and shall not be inconsistent with the scope of the license herein granted and shall not become effective prior to thirty (30) days after notice thereof has been given by TSI. TSI shall maintain the right to substitute any alternative trademark to the Transferred TIB-Related Marks in the event such Transferred TIB-Related Xxxx is held to infringe any other xxxx; provided that, if TSI advises either or both of Reuters in writing of an alleged infringement, Reuters will be responsible for any and all losses, liabilities, damages, costs and expenses assessed or incurred as a result of such actual or alleged infringement that accrue on or after the date of such notice.

Trademark License. (a) Reuters and TSI acknowledge that Reuters has, pursuant Subject to the Existing License terms and conditions of this Agreement, assigned effective the Effective Date, APIL hereby grants Purchaser a non-exclusive, worldwide license to TSI all use the Licensed Trademarks for the advertising, promotion, marketing, distribution and sale of pharmaceutical products covered by the licenses granted in Sections 3(a), (b) and (c) hereof. Purchaser shall have the right to grant sublicenses under the foregoing non-exclusive license to its sublicensees under Sections 3(a), (b) and TFT’s(c) hereof, subject to the provisions of this Section 3(e). Purchaser hereby acknowledges APIL’s exclusive right, title and interest in and to the Transferred TIB-Related Marks Licensed Trademarks and all goodwill associated therewith. Reuters hereby continues agrees that Purchaser and its sublicensees will not at any time do, or cause to assign be done, any act or thing contesting or in any way intending to TSI any impair the validity of and/or APIL’s exclusive right, title and interest in and to the Licensed Trademarks. Purchaser and its sublicensees will not in any manner represent that it may have they own the Licensed Trademarks, and Purchaser hereby acknowledges that use of the Licensed Trademarks as set forth in this Section 3(e) shall not create any rights, title or obtain interest in or to the Transferred TIB-Related Marks or the goodwill associated therewith. At TSI’s sole expense, Reuters shall perform such acts and execute such documents as are reasonably required to perfect the foregoing assignment and obtain and enforce trademark, service xxxx and other similar rights in the Transferred TIB-Related Marks. TSI hereby grants to Reuters a perpetual, royalty-free, irrevocable, worldwide right and license Licensed Trademarks in favor of Reuters Purchaser or its sublicensees, but that all use of the Licensed Trademarks by Purchaser and its Affiliates sublicensees shall inure to use Transferred TIB-Related Marks in connection with the marketing, use, sale benefit of APIL. Purchaser shall submit to APIL for its review and distribution approval samples of any proposed use of Reuters’ the Licensed Trademarks at least fifteen (15) days prior to such use by Purchaser. APIL shall review any proposed use of the Licensed Trademarks within fifteen (15) days of Purchaser’s written request, and their Affiliates’ respective products if APIL does not either approve or the provision by Reuters or their Affiliates of any services. Reuters and its Affiliates’ right decline to approve such use within such Transferred TIB15-Related Marks day period, such use shall be only in conformance with TSI’s trademark usage guidelines delivered to Reuters from time to time, which guidelines automatically deemed approved. Any such approval shall be reasonable and deemed to be approval of the same or similar uses of the Licensed Trademarks thereafter. APIL shall not be inconsistent with the scope of the license herein granted and shall not become effective prior to thirty (30) days after notice thereof has been given unreasonably withhold, delay or condition any such approval request by TSI. TSI shall maintain the right to substitute any alternative trademark to the Transferred TIB-Related Marks in the event such Transferred TIB-Related Xxxx is held to infringe any other xxxx; provided that, if TSI advises either or both of Reuters in writing of an alleged infringement, Reuters will be responsible for any and all losses, liabilities, damages, costs and expenses assessed or incurred as a result of such actual or alleged infringement that accrue on or after the date of such noticePurchaser.

Trademark License. (a) The Reuters Parties hereby assign and TSI acknowledge that Reuters has, pursuant to the Existing License Agreement, assigned transfer to TSI all of its (and TFT’s) their respective right, title and interest in and to the Transferred TIB-Related Marks and all goodwill associated therewith. , subject to a perpetual, royalty- free, irrevocable, worldwide right and license in favor of the Reuters hereby continues Parties and their Affiliates to assign to TSI any right, title and interest that it may have or obtain in the use Transferred TIB-Related Marks in connection with the marketing, use, sale and distribution of any of the Reuters Parties' and their Affiliates' respective products or the goodwill associated therewithprovision by the Reuters Parties or their Affiliates of any services. At TSI’s 's sole expense, the Reuters Parties shall perform such acts and execute such documents as are reasonably required to perfect the foregoing assignment and obtain and enforce trademark, service xxxx and other similar rights in the Transferred TIB-Related Marks. TSI hereby grants TFT shall be permitted to Reuters a perpetual, royalty-free, irrevocable, worldwide right and license in favor of Reuters and its Affiliates continue to use Transferred TIB-Related Marks in connection with the marketingindefinitely TIBCO or TIB as part of its corporate name, useprovided that such corporate name is at least as distinctive from TIBCO Software, sale and distribution of any of Reuters’ Inc. as TFT's current corporate name. The Reuters Parties and their Affiliates’ respective products or the provision by Reuters or their Affiliates of any services. Reuters and its Affiliates’ ' right to use such Transferred TIB-Related Marks shall be only in conformance with TSI’s 's trademark usage guidelines delivered to the Reuters Parties from time to time, which guidelines shall be reasonable and shall not be inconsistent with the scope of the license herein granted and shall not become effective prior to thirty (30) days after notice thereof has been given by TSI. TSI shall maintain the right to substitute any alternative trademark to the Transferred TIB-Related Marks in the event such Transferred TIB-Related Xxxx is held to infringe any other xxxx; provided that, if TSI advises either or both of the Reuters Parties in writing of an alleged infringement, Reuters will be responsible for any and all losses, liabilities, damages, costs and expenses assessed or incurred as a result of such actual or alleged infringement that accrue on or after the date of such notice.

Trademark License. (a) Reuters and TSI acknowledge that Reuters has, pursuant Subject to the Existing License terms and conditions of this Agreement, assigned Sellers hereby grant to TSI Purchaser a non-exclusive, non-transferable, fully-paid, limited transitional license (without the right to sublicense) to use, for a period of twenty four (24) months following the Closing Date, Sellers’ Trademarks and/or service marks “Novatel” or “MIFI” (“Licensed Marks”) solely (i) in connection with the sale of inventory on hand and included in the Purchased Assets as of the Closing Date, and (ii) to permit Purchaser sufficient time after the Closing Date to remove the Licensed Marks from the other Purchased Assets. Other than as expressly permitted under this Section 5.16, Purchaser acknowledges and agrees that after the expiration of the term of the transitional license granted hereunder, Purchaser will have no right (express or implied) in or to the Licensed Marks and upon the expiration of the term of such license, shall immediately cease any and all use of its (the Licensed Marks. Throughout the term of the transitional license granted hereunder, Purchaser shall take commercially reasonable steps necessary to transition to a new trademark and/or service xxxx. Without limiting the generality of the foregoing, Purchaser will not adopt, use, or register any Licensed Marks or any other trademarks, service marks, logos, or name that is identical to or confusingly similar with any trademarks of Sellers. It is understood and TFT’s) agreed that Sellers shall retain all right, title and interest in and to Licensed Marks. Nothing contained in this Agreement will give Purchaser any interest in the Transferred TIB-Related Marks and all goodwill associated therewithLicensed Marks. Reuters hereby continues to assign to TSI any right, title and interest Purchaser agrees that it will not, at any time during or after the term of the transitional license granted hereunder, assert or claim any interest in or do anything which may have adversely affect the validity or obtain in enforceability of any Licensed Marks. Purchaser shall use its commercially reasonable efforts to cause its use of Licensed Marks not to tarnish, blur, or dilute the Transferred TIB-Related quality associated with Licensed Marks or the goodwill associated therewithgoodwill. At TSIAny benefits (including, without limitation, goodwill) accruing from Purchaser’s sole expense, Reuters shall perform such acts and execute such documents as are reasonably required to perfect the foregoing assignment and obtain and enforce trademark, service xxxx and other similar rights use of Licensed Marks will automatically vest in the Transferred TIB-Related Marks. TSI hereby grants to Reuters a perpetual, royalty-free, irrevocable, worldwide right and license in favor of Reuters and its Affiliates to use Transferred TIB-Related Marks in connection with the marketing, use, sale and distribution of any of Reuters’ and their Affiliates’ respective products or the provision by Reuters or their Affiliates of any services. Reuters and its Affiliates’ right to use such Transferred TIB-Related Marks shall be only in conformance with TSI’s trademark usage guidelines delivered to Reuters from time to time, which guidelines shall be reasonable and shall not be inconsistent with the scope of the license herein granted and shall not become effective prior to thirty (30) days after notice thereof has been given by TSI. TSI shall maintain the right to substitute any alternative trademark to the Transferred TIB-Related Marks in the event such Transferred TIB-Related Xxxx is held to infringe any other xxxx; provided that, if TSI advises either or both of Reuters in writing of an alleged infringement, Reuters will be responsible for any and all losses, liabilities, damages, costs and expenses assessed or incurred as a result of such actual or alleged infringement that accrue on or after the date of such noticeSellers.

Trademark License. (a) Reuters and TSI acknowledge that Reuters hasMERCK hereby grants, pursuant to the Existing License Agreement, assigned to TSI all of its (and TFT’s) right, title and interest in and to the Transferred TIB-Related Marks and all goodwill associated therewith. Reuters hereby continues to assign to TSI any right, title and interest that it may have or obtain in the Transferred TIB-Related Marks event that ONCOTHYREON or an AFFILIATE of ONCOTHYREON obtains the goodwill associated therewith. At TSI’s sole expenseright to manufacture and/or SELL PRODUCT under this AGREEMENT, Reuters shall perform such acts to ONCOTHYREON and execute such documents as are reasonably required to perfect the foregoing assignment and obtain and enforce trademark, service xxxx and other similar rights in the Transferred TIB-Related Marks. TSI hereby grants to Reuters its designated AFFILIATES a perpetual, royalty-royalty free, irrevocablenon-exclusive license to use, worldwide right display, reproduce and license in favor of Reuters and its Affiliates to use Transferred TIB-Related Marks publish the TRADEMARKS and/or the SELECTED TRADEMARKS in connection with the marketingmanufacture, use, sale marketing, promotion, distribution and distribution SALE of PRODUCT in any countries in the TERRITORY where ONCOTHYREON or an AFFILIATE of Reuters’ and their Affiliates’ respective products or ONCOTHYREON has the provision by Reuters or their Affiliates of any servicesright to manufacture and/or SELL PRODUCT under this AGREEMENT for so long as such right to manufacture and/or SELL exists under this AGREEMENT. Reuters and its Affiliates’ In addition to the foregoing, ONCOTHYREON shall have the right to use the TRADEMARKS and/or the SELECTED TRADEMARKS in connection with corporate disclosure and corporate information dissemination. ONCOTHYREON and its designated AFFILIATES shall have no right to grant sublicenses under such Transferred TIB-Related Marks license without the prior written consent of MERCK (such consent not to be unreasonably withheld). Any goodwill arising from the use of the TRADEMARKS and/or the SELECTED TRADEMARKS by ONCOTHYREON + DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION or its designated AFFILIATES shall inure to the benefit of MERCK. Further, such use shall be only in conformance accordance with TSI’s trademark usage guidelines delivered to Reuters the applicable laws in the relevant jurisdiction, as well as with any reasonable requirements of any brand guide that may be provided by MERCK from time to time, which guidelines shall be reasonable and shall not be inconsistent with the scope . When using any of the license herein granted TRADEMARKS and/or the SELECTED TRADEMARKS under license, ONCOTHYREON and its designated AFFILIATES shall not become effective prior to thirty (30) days after notice thereof has been given by TSI. TSI shall maintain use the right to substitute any alternative trademark to the Transferred TIB-Related Marks in the event such Transferred TIB-Related Xxxx is held to infringe any other xxxx; provided thatidentifiers Ô or â, if TSI advises either or both of Reuters in writing of an alleged infringement, Reuters will be responsible for any and all losses, liabilities, damages, costs and expenses assessed or incurred as a result of such actual or alleged infringement that accrue on or after the date of such noticeappropriate.

Trademark License. (a) Reuters From and TSI acknowledge that Reuters hasafter the closing Purchaser hereby grants Seller a perpetual, pursuant worldwide, nonexclusive, full paid, royalty-free license under the trademarks “XXXXXX” and “XXXXXX BROTHERS,” including any logos containing such names (collectively, the “Licensed Marks”) for any of its existing uses or in connection with the IMD Business and the unwinding of any of its other operations including use in corporate or other entity names. The foregoing license as it relates to the Existing License Agreement, assigned IMD Business shall be assignable by Seller without the need for further consent to TSI a purchaser of all or substantially all of the equity interests in or assets of the IMD Business. Seller shall have the right to sublicense the foregoing license to any of its Subsidiaries and an assignee in connection with a sale of all or substantially all of the IMD Business shall have a right to sublicense such right to any of its Affiliates in connection with the conduct of that business, provided that any such sublicense shall terminate on the date when Seller’s or its assignee’s license terminates. In the remainder of this provision, the licensee or sublicense (Seller or Seller’s assignee or their sublicensees) shall be referred to as “Licensee.” Each Licensee acknowledges Purchaser’s ownership of the Licensed Marks and TFT’s) rightthe validity of the Licensed Marks and shall not register any confusingly similar xxxx in any jurisdiction. All goodwill arising from use of the Licensed Marks shall inure to Purchaser’s benefit. Each Licensee shall use each Licensed Xxxx in connection with any markings or other notices as required by law. Purchaser shall have the right to supervise and control the use of the Licensed Marks by each Licensee, title and interest in and including by reviewing specimens of use of the Licensed Marks, with respect to the Transferred TIB-Related nature and quality of the products and services designed, performed, distributed, sold or otherwise commercialized by such Licensee and the materials used to promote such products and services for the purpose of protecting and maintaining the validity of the Licensed Marks and all goodwill associated therewith. Reuters hereby continues to assign to TSI any right, title and interest that it may have or obtain in the Transferred TIB-Related Marks or the goodwill associated therewith. At TSI’s sole expense, Reuters shall perform such acts and execute such documents as are reasonably required to perfect with the foregoing assignment and obtain and enforce trademark, service xxxx and other similar rights in the Transferred TIB-Related Licensed Marks. TSI hereby grants to Reuters a perpetual, royalty-free, irrevocable, worldwide right Each Licensee shall at all times use the Licensed Marks only in connection with goods and license in favor services of Reuters quality at least as high as that offered by Seller and its Affiliates under such marks immediately prior to the Closing. Any use Transferred TIB-Related of the Licensed Marks in connection with the marketing, use, sale and distribution of any of Reuters’ and their Affiliates’ respective products IMD Business shall include a disclaimer in a form reasonably acceptable to Purchaser indicating that the IMD Business is not affiliated with Seller. Seller or the provision by Reuters or their Affiliates of any services. Reuters and its Affiliates’ right to use such Transferred TIB-Related Marks assignee shall be only in conformance with TSI’s trademark usage guidelines delivered to Reuters from time to time, which guidelines shall be reasonable and shall not be inconsistent with the scope of the license herein granted and shall not become effective prior to thirty (30) days after notice thereof has been given by TSI. TSI shall maintain the right to substitute any alternative trademark to the Transferred TIB-Related Marks in the event such Transferred TIB-Related Xxxx is held to infringe any other xxxx; provided that, if TSI advises either or both of Reuters in writing of an alleged infringement, Reuters will be responsible for each Licensee’s compliance with the terms of this Section 8.9 and shall be liable to Purchaser for any and all losses, liabilities, damages, costs and expenses assessed or incurred as a result of non-compliance by any such actual or alleged infringement that accrue on or after the date of Licensee with any such noticeterms.

Trademark License. (a) Reuters Effective upon the Closing Date, Buyer and TSI acknowledge that Reuters has, pursuant the Company hereby grant to the Existing License Agreement, assigned to TSI all of its (and TFT’s) right, title and interest in and to the Transferred TIB-Related Marks and all goodwill associated therewith. Reuters hereby continues to assign to TSI any right, title and interest that it may have or obtain in the Transferred TIB-Related Marks or the goodwill associated therewith. At TSI’s sole expense, Reuters shall perform such acts and execute such documents as are reasonably required to perfect the foregoing assignment and obtain and enforce trademark, service xxxx and other similar rights in the Transferred TIB-Related Marks. TSI hereby grants to Reuters a perpetual, royalty-free, irrevocable, worldwide right and license in favor of Reuters IO International and its Affiliates Subsidiaries (the “Seller Licensees”) a limited, revocable, non-exclusive license to use Transferred TIB-Related Marks all Trademarks set forth on Schedule 6.21 (the “Buyer Marks”) in a manner consistent with past practice and customary “phase out” use in connection with the marketingoperation of the businesses of the Seller Licensees, usefor the following time periods: (i) for 60 days, sale for uses on the Internet and distribution of any of Reuters’ in social media; and their Affiliates’ respective products or (ii) for 90 days, for uses on publicly distributed physical and tangible materials, including all internal office supplies and similar collateral that are not visible to the provision by Reuters or their Affiliates of any servicespublic. Reuters and its Affiliates’ right After such time periods, the license granted shall automatically terminate, provided that the Seller Licensees may continue to use the Buyer Marks thereafter to the extent required by applicable Law. For the avoidance of doubt, all such Transferred TIB-Related use shall solely be in connection with the businesses of the Seller Licensees in the same manner, purpose, and scope as the Buyer Marks are in use by such Persons immediately prior to the Closing Date, and in no event shall be only in conformance with TSI’s trademark usage guidelines delivered to Reuters from time to time, which guidelines shall be reasonable and shall not be inconsistent with such Persons: (a) increase the scope of use of the license herein granted Buyer Marks, including use on any new goods or services, or in any new media, geographic territories, or channels of trade; and/or (b) alter or modify the Buyer Marks in any way, or form composite marks of which any of the Buyer Marks is a part. Sellers will, or shall cause IO International and/or its Subsidiaries to, file with all applicable governmental authorities within 30 days after the Closing Date to change all corporate, trade and d/b/a name registrations that are owned by Sellers and/or their Affiliates that contain any of the Buyer Marks, to new names that do not include any of the Buyer Marks or any portion thereof. The Seller Licensees will diligently and in good faith pursue such name changes. The Seller Licensees’ use of the Buyer Marks, and the nature and quality of the products and services related thereto shall be maintained at least at the levels of quality in existence on the Closing Date. If Buyer and the Company reasonably determine that any of the Seller Licensees fails to maintain a consistent level of quality in accordance with the foregoing, then Buyer and/or the Company may request that Sellers take, or cause IO International and its Subsidiaries to take, reasonable steps to remedy any such deficiencies and Sellers shall, or shall cause IO International and its Subsidiaries to, promptly comply with such requests. Within (I) 60 days after the Closing Date, for uses on the Internet and in social media; and (II) 90 days after the Closing Date, for uses on publicly distributed physical and tangible materials, Buyer shall, and shall not become effective prior to thirty (30) days after notice thereof has been given by TSI. TSI shall maintain cause the right to substitute any alternative trademark Company and the Company Subsidiaries to, remove from such venues and items all references to the Transferred TIB-Related Marks in the event such Transferred TIB-Related Xxxx is held to infringe any other xxxx; provided that, if TSI advises either or both of Reuters in writing of an alleged infringement, Reuters will be responsible for any Company’s and all losses, liabilities, damages, costs and expenses assessed or incurred as a result of such actual or alleged infringement that accrue on or after the date of such noticeits Subsidiaries’ Singapore business.

Trademark License. (a) Reuters Effective upon the Closing, the Sellers and TSI acknowledge that Reuters has, pursuant the Sellers' affiliates hereby grant to the Existing License AgreementCompany, assigned its Subsidiaries and the Buyers a nonexclusive, nontransferable, royalty free license to TSI all of its (and TFT’s) rightuse, title and interest in and to the Transferred TIB-Related Marks and all goodwill associated therewith. Reuters hereby continues to assign to TSI any right, title and interest that it may have or obtain solely in the Transferred TIB-Related Marks or the goodwill associated therewith. At TSI’s sole expense, Reuters shall perform such acts and execute such documents as are reasonably required to perfect the foregoing assignment and obtain and enforce trademark, service xxxx and other similar rights in the Transferred TIB-Related Marks. TSI hereby grants to Reuters a perpetual, royalty-free, irrevocable, worldwide right and license in favor of Reuters Company's and its Affiliates Subsidiaries' businesses as presently conducted or as contemplated to use Transferred TIB-Related Marks be conducted in connection with the marketingExpansion Projects, useany and all trademarks, sale service marks, and distribution trade names owned by the Sellers and the Sellers' affiliates solely to the extent appearing on existing inventory of any of Reuters’ and their Affiliates’ respective products or the provision by Reuters or their Affiliates of any services. Reuters Company and its Affiliates’ Subsidiaries (such as on marketing and other materials), advertisements, or property (such as on vehicles, equipment, pipelines and signs) (collectively "Sellers' Marks"), without right to sublicense, for a period of one year from the Closing Date (the "License Period"). The Buyers and the Company may use such Transferred TIB-Related existing inventory, advertising and property during the License Period. The Buyers and the Company shall not create new inventory, advertising and property using the Sellers' Marks, and shall otherwise use commercially reasonable efforts to replace or remove the Sellers' Marks on inventory, advertising and property, provided that, all such use shall be only cease no later than the end of the License Period. The nature and quality of all uses of the Sellers' Marks made by the Buyer, the Company and its Subsidiaries shall conform to the Sellers' existing quality standards; provided, that, the way in conformance which the Sellers' Marks are currently used is hereby deemed to meet such quality standards. Immediately upon termination of the License Period, the Buyers, the Company and its Subsidiaries shall cease and desist from all further use of the Sellers' Marks and will adopt new trademarks, service marks, and trade names related thereto which are not confusingly similar to Sellers' Marks. All rights not expressly granted in this Section 4.21 with TSI’s trademark usage guidelines delivered respect to Reuters from time the Sellers' Marks are hereby reserved. Any inadvertent failure of the Buyers to time, which guidelines shall be reasonable and comply with their obligations under this provision shall not be inconsistent with a breach of this Agreement unless the scope Buyers fail to use commercially reasonable efforts to promptly remedy such failure after receipt of written notice from the license herein granted and shall not become effective prior Sellers or to thirty (30) remedy such failure within 30 days after notice thereof has been given by TSI. TSI shall maintain the right to substitute any alternative trademark to the Transferred TIB-Related Marks in the event such Transferred TIB-Related Xxxx is held to infringe any other xxxx; provided that, if TSI advises either or both of Reuters in writing of an alleged infringement, Reuters will be responsible for any and all losses, liabilities, damages, costs and expenses assessed or incurred as a result of such actual or alleged infringement that accrue on or after the date of such notice, in which case the Sellers may terminate this trademark license upon written notice to the Buyers and the Company.

Trademark License. (a) Reuters and TSI acknowledge that Reuters has, pursuant Subject to the Existing License Agreementprovisions hereof, assigned Delta hereby grants to TSI all IAT a non-exclusive, non-transferable, limited license for the term of its this Agreement to (i) display Delta’s name, trade name and TFT’scertain service marks as each exists from time to time (the “Delta Marks”) righton the FIDS and directional and operational signage, title and interest at other locations in Terminal 4 for the purpose of providing informational and/or directional information, and (ii) use the Delta Marks in IAT advertising, brochures or other marketing and informational material relating to Terminal 4, in each case described in clause (ii) to be subject to the Transferred TIB-Related prior written approval of Delta. No license or right to display or use the Delta Marks and all goodwill associated therewithis granted to IAT, except as expressly provided herein. Reuters hereby continues Nothing herein shall be construed or deemed to assign convey to TSI IAT any right, title and interest that it may have or obtain in the Transferred TIB-Related Marks or the goodwill associated therewith. At TSI’s sole expense, Reuters shall perform such acts and execute such documents as are reasonably required to perfect the foregoing assignment and obtain and enforce trademark, service xxxx and other similar property rights in the Transferred TIB-Related Delta Marks. TSI hereby grants to Reuters a perpetual, royalty-free, irrevocable, worldwide right and license in favor of Reuters IAT acknowledges and its Affiliates to use Transferred TIB-Related Marks in connection with the marketing, use, sale and distribution of agrees that any of Reuters’ and their Affiliates’ respective products goodwill or the provision by Reuters or their Affiliates of any services. Reuters and its Affiliates’ right to use such Transferred TIB-Related Marks shall be only in conformance with TSI’s trademark usage guidelines delivered to Reuters from time to time, other rights which guidelines shall be reasonable and shall not be inconsistent with the scope of the license herein granted and shall not become effective prior to thirty (30) days after notice thereof has been given by TSI. TSI shall maintain the right to substitute any alternative trademark to the Transferred TIB-Related Marks in the event such Transferred TIB-Related Xxxx is held to infringe any other xxxx; provided that, if TSI advises either or both of Reuters in writing of an alleged infringement, Reuters will be responsible for any and all losses, liabilities, damages, costs and expenses assessed or incurred arise as a result of the use by it of the Delta Marks shall accrue solely to the benefit of the Person owning such actual marks. The license of clause (ii) above to display and use the Delta Marks may be revoked or alleged infringement that accrue limited by Delta upon notice by Delta to IAT. Delta shall provide to IAT on or after prior to the date Effective Date, a description and sample of each of the Delta Marks and thereafter shall provide to IAT written notice of any changes thereto. IAT agrees that all advertising, promotional and other materials bearing a Delta Xxxx shall be submitted for Delta’s prior review and approval before printing, publishing, or distributing any such noticematerial. Each Delta Xxxx must appear exactly as set forth in specifications provided by Delta. Once Delta has approved a specific type of advertisement, IAT may continue to use such Delta Xxxx in the same format during the term of this Agreement without further approval, but subject to Delta’s right to revoke or limit such use on written notice to IAT. At Delta’s direction, IAT shall cause the withholding, discontinuance, recall or cancellation, as appropriate, of any advertising or promotional material (i) not approved by Delta, at IAT’s sole cost and expense, and (ii) previously approved by Delta but subsequently revoked or limited by Delta, at Delta’s sole cost and expense. Delta reserves the right to refuse to participate in any advertising or promotional materials proposed by IAT. Delta shall have sole discretion to determine the acceptability of both the quality and presentation of advertising and promotional materials using any Delta Xxxx. Each Delta Xxxx shall be marked with an ® or SM or other symbol, as appropriate, and reference a legend indicating that “Delta is a registered service xxxx of Delta Air Lines, Inc.” or similar words to that effect. IAT hereby indemnifies and holds harmless Delta from and against any and all Damages that Delta incurs or suffers arising out of a breach by IAT or any IAT’s Party’s breach of this Section. Delta hereby releases each IAT Party from any Damages that Delta incurs or suffers arising out of any IAT Party’s proper display or use of the Delta Marks in accordance with this Section.

Trademark License. (a) Reuters Effective upon the Closing, the Sellers and TSI acknowledge that Reuters has, pursuant the Sellers' affiliates hereby grant to the Existing License AgreementCompany, assigned its Subsidiaries and the Buyers a nonexclusive, nontransferable, royalty free license to TSI all of its (and TFT’s) rightuse, title and interest in and to the Transferred TIB-Related Marks and all goodwill associated therewith. Reuters hereby continues to assign to TSI any right, title and interest that it may have or obtain solely in the Transferred TIB-Related Marks or the goodwill associated therewith. At TSI’s sole expense, Reuters shall perform such acts and execute such documents as are reasonably required to perfect the foregoing assignment and obtain and enforce trademark, service xxxx and other similar rights in the Transferred TIB-Related Marks. TSI hereby grants to Reuters a perpetual, royalty-free, irrevocable, worldwide right and license in favor of Reuters Company's and its Affiliates Subsidiaries' businesses as presently conducted or as contemplated to use Transferred TIB-Related Marks be conducted in connection with the marketingExpansion Projects, useany and all trademarks, sale service marks, and distribution trade names owned by the Sellers and the Sellers' affiliates solely to the extent appearing on existing inventory of any of Reuters’ and their Affiliates’ respective products or the provision by Reuters or their Affiliates of any services. Reuters Company and its Affiliates’ Subsidiaries (such as on marketing and other materials), advertisements, or property (such as on vehicles, equipment, pipelines and signs) (collectively "Sellers' Marks"), without right to sublicense, for a period of one year from the Closing Date (the "License Period"). The Buyers and the Company may use such Transferred TIB-Related existing inventory, advertising and property during the License Period. The Buyers and the Company shall not create new inventory, advertising and property using the Sellers' Marks, and shall otherwise use commercially reasonable efforts to replace or remove the Sellers' Marks on inventory, advertising and property, provided that, all such use shall be only cease no later than the end of the License Period. The nature and quality of all uses of the Sellers' Marks made by the Buyer, the Company and its Subsidiaries shall conform to the Sellers' existing quality standards; provided, that, the way in conformance which the Sellers' Marks are currently used is hereby deemed to meet such quality standards. Immediately upon termination of the License Period, the Buyers, the Company and its Subsidiaries shall cease and desist from all further use of the Sellers' Marks and will adopt new trademarks, service marks, and trade names related thereto which are not confusingly similar to Sellers' Marks. All rights not expressly granted in this Section 4.21 with TSI’s trademark usage guidelines delivered respect to Reuters from time the Sellers' Marks are hereby reserved. Any inadvertent failure of the Buyers to time, which guidelines shall be reasonable and comply with their obligations under this provision shall not be inconsistent with a breach of this Agreement unless the scope Buyers fail to use commercially reasonable efforts to promptly remedy such failure after receipt of written notice from the license herein granted and shall not become effective prior Sellers or to thirty (30) remedy such failure within 30 days after notice thereof has been given by TSI. TSI shall maintain the right to substitute any alternative trademark to the Transferred TIB-Related Marks in the event such Transferred TIB-Related Xxxx is held to infringe any other xxxx; provided that, if TSI advises either or both of Reuters in writing of an alleged infringement, Reuters will be responsible for any and all losses, liabilities, damages, costs and expenses assessed or incurred as a result of such actual or alleged infringement that accrue on or after the date of such notice, in which case the Sellers may terminate this trademark license upon Written notice to the Buyers and the Company.

Trademark License. (a) Reuters and TSI acknowledge that Reuters has, pursuant Subject to the Existing License terms and conditions of this Agreement, assigned to TSI all of its (and TFT’s) right, title and interest in and to the Transferred TIB-Related Marks and all goodwill associated therewith. Reuters hereby continues to assign to TSI any right, title and interest that it may have or obtain in the Transferred TIB-Related Marks or the goodwill associated therewith. At TSI’s sole expense, Reuters shall perform such acts and execute such documents as are reasonably required to perfect the foregoing assignment and obtain and enforce trademark, service xxxx and other similar rights in the Transferred TIB-Related Marks. TSI Wherify hereby grants to Reuters Company, and Company hereby accepts, a perpetual, royaltynon-free, irrevocable, worldwide exclusive and non-transferable (except as otherwise provided in Section 12.6) right and license in favor of Reuters and its Affiliates (with no right to grant or authorize sublicenses) to use Transferred TIB-Related Marks in connection with the marketing, use, sale Wherify Trademarks for the marketing and distribution of any of Reuters’ Products in the Territory in accordance with this Agreement and their Affiliates’ respective products or the provision by Reuters or their Affiliates of any services. Reuters and its Affiliates’ right to use such Transferred TIB-Related Marks shall be only in conformance with TSI’s Wherify's then current trademark usage guidelines, as such guidelines delivered to Reuters are provided and updated by Wherify from time to time. Notwithstanding the foregoing, which guidelines shall be reasonable and the Wherify Trademarks shall not be inconsistent used except to the extent that the Company has obtained Wherify's prior written consent to the particular use, including to the nature and content of the materials on which they are being used, to the use of such materials, and to the representations of the Wherify Trademarks being used. Accordingly, the Company shall provide Wherify with copies of all materials on which the Wherify Trademarks are proposed to be used for review and approval by Wherify prior to use. Without limiting the foregoing, absent Wherify's prior written consent to the contrary, if any Wherify Trademark is to be used in conjunction with another trademark or logo, such as those of the Company, then the Wherify Trademark shall be presented equally legibly and equally prominently, but nevertheless separated from the other so that each appears to be a mark in its own right, distinxx xrom the other mark. All representations of xxx Wherify Trademarks shall be identical to the representations used by Wherify, including in color and detail, absent Wherify's prior written consent to a change. All use and goodwill associated with the scope of the license herein granted and Wherify Trademark shall not become effective prior to thirty (30) days after notice thereof has been given by TSI. TSI shall maintain the right to substitute any alternative trademark inure exclusively to the Transferred TIB-Related Marks in benefit of Wherify. Upon notice from Wherify of its objection to any improper or unauthorized use of a Wherify Trademark, Company shall correct or discontinue such usage, as the event such Transferred TIB-Related Xxxx is held to infringe any other xxxx; provided that, if TSI advises either or both of Reuters in writing of an alleged infringement, Reuters will be responsible for case may be. Company shall indemnify and hold Wherify harmless from and against any and all lossesliability, liabilitiescharges and/or costs, damagesincluding attorneys' fees and costs, costs and expenses assessed of defending against claims arising from improper or incurred as a result of such actual or alleged infringement that accrue on or after the date of such noticeunauthorized use.