Common use of Trademark License Clause in Contracts

Trademark License. (A) ViaCell hereby grants to Amgen a nonexclusive, royalty-free license, including the right to grant sublicenses to Amgen Sublicensees in connection with a sublicense of the rights granted under Section 10.3 above, under ViaCell Trademarks to use and display the ViaCell Trademarks in connection with Collaboration Products in the Territory solely in compliance with the terms and conditions of this Agreement; provided, however, that, in connection with any sublicense of the rights granted in this Section 10.5(a), the applicable Amgen Sublicense Agreement shall contain terms and conditions substantially the same as this Section 10.5. (B) Amgen acknowledges ViaCell's exclusive ownership of the ViaCell Trademarks and that use of any of the ViaCell Trademarks by Amgen shall inure to the sole benefit of ViaCell. Amgen shall not do or suffer to be done any act or thing inconsistent with such ownership and shall not acquire or claim or assist third parties in acquiring or claiming any title in or to any of the ViaCell Trademarks by virtue of this Agreement or through Amgen's use of the ViaCell Trademarks. In addition, Amgen hereby covenants that it shall not directly or indirectly undertake any action that in any manner might question, contest, challenge, infringe or impair the validity, enforceability, scope of rights or title of ViaCell in any of the ViaCell Trademarks at any time during the term of this Agreement and thereafter. (C) Amgen shall use the ViaCell Trademarks only in a manner and form: (i) designed to maintain the high quality of the ViaCell Trademarks; (ii) consistent with the use of the ViaCell Trademarks by ViaCell; (iii) that protects ViaCell's ownership interest therein; and (iv) that complies with all applicable federal, state, local and foreign laws, rules and regulations, including without limitation all applicable trademark laws, rules and regulations. (D) During the term of this Agreement and thereafter, Amgen shall not adopt or use any word, name, xxxx, symbol, other designation or trade style which in ViaCell's sole reasonable opinion is likely to cause confusion or dilute any of the ViaCell Trademarks, and shall not make any unlicensed use of trademarks or service marks which, in ViaCell's sole reasonable opinion, is confusingly similar to or dilutive of any of the ViaCell Trademarks. In addition, Amgen agrees that it shall not use any of the ViaCell Trademarks in combination with any word, name, xxxx, symbol, other designation or trade style so as to create a composite xxxx, unless such use is explicitly authorized in writing by ViaCell. (E) Amgen agrees and undertakes that all Collaboration Products identified by any of the ViaCell Trademarks shall be at least equal in quality to the mutually agreed specifications therefor (the "Quality Standard"). To the extent that a Manufacturing Transition has been triggered, ViaCell shall have the right no more than [**] to request a reasonable number of samples of the Collaboration Product for the sole purpose of auditing the quality of such Collaboration Product to determine whether such Collaboration Products meet the Quality Standard. Should ViaCell notify Amgen that a Collaboration Product identified by any of the ViaCell Trademarks fails to comply with the Quality Standard in effect at that time, Amgen shall correct such defects in accordance with such reasonable notification from ViaCell within [**] of such notice. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission. (F) ViaCell shall have the right to audit and inspect, upon advance written notice and during regular business hours, Amgen's use of Trademarks licensed hereunder.

Trademark License. (Aa) ViaCell Subject to Xxxxxxxx Consulting's compliance with this Agreement, PR hereby grants to Amgen Xxxxxxxx Consulting a nonexclusive, fully paid up and royalty-free license, including the right to grant sublicenses to Amgen Sublicensees in connection with a sublicense of the rights granted under Section 10.3 above, under ViaCell Trademarks and license to use and display the ViaCell Trademarks in connection with Collaboration Products in the Territory solely in compliance with the terms promotion and conditions of this Agreement; provided, however, that, in connection with any sublicense marketing of the rights granted in this Section 10.5(a), the applicable Amgen Sublicense Agreement shall contain terms and conditions substantially the same as this Section 10.5. (B) Amgen acknowledges ViaCell's exclusive ownership of the ViaCell Trademarks and that use of any of the ViaCell Trademarks by Amgen shall inure to the sole benefit of ViaCell. Amgen shall not do or suffer to be done any act or thing inconsistent with such ownership and shall not acquire or claim or assist third parties in acquiring or claiming any title in or to any of the ViaCell Trademarks by virtue of this Agreement or through Amgen's use of the ViaCell Trademarks. In addition, Amgen hereby covenants that it shall not directly or indirectly undertake any action that in any manner might question, contest, challenge, infringe or impair the validity, enforceability, scope of rights or title of ViaCell in any of the ViaCell Trademarks at any time Products during the term of this Agreement Agreement. All right, title and thereafterinterest to the Trademarks, and all goodwill therein, shall remain with PR and no other license relating thereto is granted hereunder. PR shall have no obligation to maintain or file for trademark protection in any given jurisdiction. (Cb) Amgen shall Subject to the wind-down rights set forth in Section 9.3, upon any expiration or termination of this Agreement, the license to Xxxxxxxx Consulting to use the ViaCell Trademarks only shall terminate, and Xxxxxxxx Consulting shall take all necessary action and execute and deliver to PR all necessary documents and instruments to remove Xxxxxxxx Consulting as a registered user and/or a recorded licensee of the Trademarks. (c) Each party hereto agrees to notify the other in writing promptly (but not later than thirty (30) business days) after obtaining knowledge of any infringements or imitations of the Trademarks by third parties. (d) PR reserves the right to modify or abandon the Trademarks or substitute alternative marks for any or all of the Trademarks at any time provided, that Xxxxxxxx Consulting shall not be required to incur any expense to -------- re-xxxx or otherwise modify packaging or sales collateral to adopt such modified, substituted or alternative marks but shall implement such marks in a commercially reasonable manner and form: (i) designed to maintain the high quality of the ViaCell Trademarks; (ii) consistent with the depletion of then existing inventory and sales collateral, but in no event shall Xxxxxxxx Consulting display or distribute obsolete marks later than sixty (60) business days after notice from PR. (e) No later than thirty (30) business days prior to anticipated release, Xxxxxxxx Consulting shall provide PR with a sample of all product packaging and advertising that makes use of the ViaCell Trademarks for purposes of permitting PR to verify that Xxxxxxxx Consulting's use of the Trademarks is consistent with the provisions of Attachment X. Xxxxxxxx Consulting shall not challenge, directly ---------- - or indirectly, PR's rights in respect of the Trademarks, nor shall it register any trademark, logo, xxxx or name that is confusingly similar therewith, as a trademark, trade name, corporate name or domain name in any jurisdiction provided, that Xxxxxxxx Consulting shall not waive its rights with respect to -------- existing trademarks owned by ViaCell; (iii) Xxxxxxxx Consulting or trademarks that protects ViaCell's ownership interest therein; and (iv) that complies with all applicable federal, state, local and foreign laws, rules and regulations, including without limitation all applicable trademark laws, rules and regulations. (D) During Xxxxxxxx Consulting acquires during the term of this Agreement Agreement, and thereafter, Amgen Xxxxxxxx Consulting shall not waive any rights with respect to the protection of its trademarks. Xxxxxxxx Consulting shall comply with the Trademark guidelines set forth in Attachment X. Xxxxxxxx Consulting shall not adopt or other marks for use any wordin the ------------ promotion, name, xxxx, symbol, other designation or trade style which in ViaCell's sole reasonable opinion is likely to cause confusion or dilute any marketing and sale of the ViaCell TrademarksProducts without the prior written consent of PR, and which consent shall not make any unlicensed use of trademarks or service marks which, in ViaCell's sole reasonable opinion, is confusingly similar to or dilutive of any of the ViaCell Trademarks. In addition, Amgen agrees that it shall not use any of the ViaCell Trademarks in combination with any word, name, xxxx, symbol, other designation or trade style so as to create a composite xxxx, be given unless PR jointly owns such use is explicitly authorized in writing by ViaCellmarks. (E) Amgen agrees and undertakes that all Collaboration Products identified by any of the ViaCell Trademarks shall be at least equal in quality to the mutually agreed specifications therefor (the "Quality Standard"). To the extent that a Manufacturing Transition has been triggered, ViaCell shall have the right no more than [**] to request a reasonable number of samples of the Collaboration Product for the sole purpose of auditing the quality of such Collaboration Product to determine whether such Collaboration Products meet the Quality Standard. Should ViaCell notify Amgen that a Collaboration Product identified by any of the ViaCell Trademarks fails to comply with the Quality Standard in effect at that time, Amgen shall correct such defects in accordance with such reasonable notification from ViaCell within [**] of such notice. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission. (F) ViaCell shall have the right to audit and inspect, upon advance written notice and during regular business hours, Amgen's use of Trademarks licensed hereunder.

Trademark License. (Aa) ViaCell hereby grants Subject to Amgen a nonexclusive, royalty-free license, including the right to grant sublicenses to Amgen Sublicensees in connection with a sublicense of the rights granted under Section 10.3 above, under ViaCell Trademarks to use and display the ViaCell Trademarks in connection with Collaboration Products in the Territory solely in compliance with the terms and conditions of this Agreement; provided, howeverSellers hereby grant to Purchaser a non-exclusive, thatnon-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 any sublicense the sale of inventory on hand and included in the Purchased Assets as of the rights granted in 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 10.5(a)5.16, Purchaser acknowledges and agrees that after the applicable Amgen Sublicense Agreement shall contain terms and conditions substantially the same as this Section 10.5. (B) Amgen acknowledges ViaCell's exclusive ownership expiration of the ViaCell Trademarks and that use of any term of the ViaCell Trademarks by Amgen shall inure to the sole benefit of ViaCell. Amgen shall not do transitional license granted hereunder, Purchaser will have no right (express or suffer to be done any act or thing inconsistent with such ownership and shall not acquire or claim or assist third parties in acquiring or claiming any title implied) in or to any the Licensed Marks and upon the expiration of the ViaCell Trademarks by virtue term of this Agreement or through Amgen's such license, shall immediately cease any and all use of the ViaCell TrademarksLicensed Marks. In additionThroughout the term of the transitional license granted hereunder, Amgen hereby covenants 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 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 Licensed Marks. Purchaser agrees that it shall not directly or indirectly undertake any action that in any manner might questionwill not, contest, challenge, infringe or impair the validity, enforceability, scope of rights or title of ViaCell in any of the ViaCell Trademarks at any time during or after the term of this Agreement and thereafterthe transitional license granted hereunder, assert or claim any interest in or do anything which may adversely affect the validity or 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 quality associated with Licensed Marks or the associated goodwill. Any benefits (including, without limitation, goodwill) accruing from Purchaser’s use of Licensed Marks will automatically vest in Sellers. (Cb) Amgen shall use Subject to the ViaCell terms and conditions of this Agreement, Purchaser hereby grants to Sellers a non-exclusive, non-transferable, fully-paid, limited transitional license (without the right to sublicense) to use, for a period of ninety (90) days following the Closing Date, the Purchased Trademarks only in a manner and form: solely (i) designed to maintain in connection with the high quality sale of inventory on hand not included in the ViaCell Trademarks; Purchased Assets, and (ii) consistent with to permit Sellers sufficient time after the use of Closing Date to remove the ViaCell Purchased Trademarks by ViaCell; (iii) that protects ViaCell's ownership interest therein; and (iv) that complies with all applicable federal, state, local and foreign laws, rules and regulations, including without limitation all applicable trademark laws, rules and regulationsfrom the Retained Assets. (D) During the term of this Agreement and thereafter, Amgen shall not adopt or use any word, name, xxxx, symbol, other designation or trade style which in ViaCell's sole reasonable opinion is likely to cause confusion or dilute any of the ViaCell Trademarks, and shall not make any unlicensed use of trademarks or service marks which, in ViaCell's sole reasonable opinion, is confusingly similar to or dilutive of any of the ViaCell Trademarks. In addition, Amgen agrees that it shall not use any of the ViaCell Trademarks in combination with any word, name, xxxx, symbol, other designation or trade style so as to create a composite xxxx, unless such use is explicitly authorized in writing by ViaCell. (E) Amgen agrees and undertakes that all Collaboration Products identified by any of the ViaCell Trademarks shall be at least equal in quality to the mutually agreed specifications therefor (the "Quality Standard"). To the extent that a Manufacturing Transition has been triggered, ViaCell shall have the right no more than [**] to request a reasonable number of samples of the Collaboration Product for the sole purpose of auditing the quality of such Collaboration Product to determine whether such Collaboration Products meet the Quality Standard. Should ViaCell notify Amgen that a Collaboration Product identified by any of the ViaCell Trademarks fails to comply with the Quality Standard in effect at that time, Amgen shall correct such defects in accordance with such reasonable notification from ViaCell within [**] of such notice. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission. (F) ViaCell shall have the right to audit and inspect, upon advance written notice and during regular business hours, Amgen's use of Trademarks licensed hereunder.

Trademark License. (Ai) ViaCell Each party hereby grants to Amgen the other during the ----------------- Agreement Term a nonexclusivelimited, royalty-free nontransferable, and nonexclusive license, including without the right to grant sublicenses to Amgen Sublicensees use such party's Program Marks (as set out in the Trademark Schedule or otherwise provided in writing) solely in connection with a sublicense the production and dissemination of co-branded marketing materials in the rights granted under Section 10.3 above, under ViaCell Trademarks to use Territory for the Genuity Services and display the ViaCell Trademarks in connection with Collaboration Products in co-branded customer care materials for the Territory solely in compliance with Genuity Services to be performed by Genuity hereunder, subject to the terms and conditions of this Agreement; provided, however, that, in connection to include compliance with any sublicense applicable federal law and Section 2.4 of the rights granted in this Section 10.5(a), the applicable Amgen Sublicense Agreement shall contain terms and conditions substantially the same as this Section 10.5Agreement. (B) Amgen acknowledges ViaCell's exclusive ownership of the ViaCell Trademarks and that use of any of the ViaCell Trademarks by Amgen shall inure to the sole benefit of ViaCell. Amgen shall not do or suffer to be done any act or thing inconsistent with such ownership and shall not acquire or claim or assist third parties in acquiring or claiming any title in or to any of the ViaCell Trademarks by virtue of this Agreement or through Amgen's use of the ViaCell Trademarks. In addition, Amgen hereby covenants that it shall not directly or indirectly undertake any action that in any manner might question, contest, challenge, infringe or impair the validity, enforceability, scope of rights or title of ViaCell in any of the ViaCell Trademarks at any time during the term of this Agreement and thereafter. (C) Amgen shall use the ViaCell Trademarks only in a manner and form: (i) designed to maintain the high quality of the ViaCell Trademarks; (ii) consistent Any and all such materials using a party's Program Marks shall be developed in consultation with the use of the ViaCell Trademarks by ViaCell; (iii) that protects ViaCell's ownership interest therein; and (iv) that complies with all applicable federal, state, local and foreign laws, rules and regulations, including without limitation all applicable trademark laws, rules and regulations. (D) During the term of this Agreement and thereafter, Amgen shall not adopt or use any word, name, xxxx, symbol, other designation or trade style which in ViaCell's sole reasonable opinion is likely to cause confusion or dilute any of the ViaCell Trademarksparty, and shall not make any unlicensed use of trademarks or service marks which, in ViaCellbe publicly disseminated without the party's sole reasonable opinion, is confusingly similar to or dilutive of any of the ViaCell Trademarks. In addition, Amgen agrees that it shall not use any of the ViaCell Trademarks in combination with any word, name, xxxx, symbol, other designation or trade style so prior written approval as to create their form. If a composite xxxxparty at any time finds any materials using its Program Marks to be deficient in quality or finds any materials being marketed in a misleading or deceptive manner or otherwise in violation of this Agreement, unless such use is explicitly authorized then it must notify the other in writing by ViaCell. (E) Amgen agrees and undertakes that all Collaboration Products identified by any of the ViaCell Trademarks shall be at least equal in quality to the mutually agreed specifications therefor (the "Quality Standard"). To the extent that a Manufacturing Transition has been triggered, ViaCell shall have the right no more than [**] to request a reasonable number of samples of the Collaboration Product for the sole purpose of auditing the quality of such Collaboration Product to determine whether deficiency, and the other party shall eliminate such Collaboration Products meet the Quality Standard. Should ViaCell notify Amgen that a Collaboration Product identified by any of the ViaCell Trademarks fails to comply with the Quality Standard in effect at that time, Amgen shall correct such defects in accordance with such reasonable notification from ViaCell deficiency within [**] of such thirty (30) days after receiving written notice. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission. (F) ViaCell A party shall have the right to audit publish additional conditions and inspectquality standards, upon advance written notice from time to time, as is necessary to protect its Program Marks, provided such conditions and during regular business hours, Amgen's standards are imposed on other use of Trademarks licensed hereunderthe same marks by that party or any of its Affiliates. A party shall not, directly or indirectly, license or attempt to license, whether orally or in writing, any other person to use any of the other party's Program Marks, and, shall make no assignment of any right to use the Program Marks. Any attempt to assign any right to use Program Marks other than as contemplated hereby as well as any attempt to license another person or entity to use the Program Marks shall result in immediate cancellation of the license granted herein. A party shall not have any right, title, or interest in and to the other's Program Marks, or in the registrations or applications for registration thereof, except only the right to use the Program Marks as specifically authorized by this Agreement. Each party acknowledges that its use of the other's Program Marks shall not create in its favor any right, title, or interest therein. Neither party shall use any trademark, service xxxx, corporate name, business name, trade name or domain name identical with or confusingly similar to the other party's Program marks, except for the Program Marks and then only as expressly permitted by this Agreement. Each party agrees that it shall never directly or indirectly challenge, contest or call into question or raise any questions concerning the validity or ownership of the other party's Program marks or any registration or application for registration for the Program Marks of the other party. Neither party shall use any of the other's Program Marks except in the graphic format set forth in Schedule A-2, or as otherwise provided for herein. If a party decides in its sole discretion to modify or discontinue the use of any of its Program Marks, the other party shall refrain from using the unmodified or discontinued marks, destroy all designs, stationery, promotional materials, advertising or other materials of every kind using any of the unmodified or discontinued marks, and to commence using the modified or substituted marks in accordance with this Agreement as if such marks had been identified herein, provided that the party so modifying or discontinuing its Program Marks shall promptly reimburse the other for any and all costs and expenses it incurs in connection with the reprinting of new documentation and materials for use in connection with such Program Marks and such other costs as it shall reasonably incur.

Trademark License. (Aa) ViaCell AWH, in consultation with Salix, shall select the trademarks to be used in connection with the Exploitation of Rifaximin Products containing [*] of the Compound in the Field in the Salix Territory (the “[*] Trademarks”). The [*] Trademarks shall be owned by AWH. (b) AWH hereby grants to Amgen a nonexclusiveSalix (i) an exclusive (including with respect to AWH, royalty-free license, including AWSPA and their Affiliates) license (with the right to grant sublicenses sublicense as set forth herein) to Amgen Sublicensees in connection with a sublicense use the [*] Trademarks to Exploit (but not to Manufacture or have Manufactured) Rifaximin Products containing [*] of the rights granted under Section 10.3 above, under ViaCell Trademarks Compound within the Field in the Salix Territory and (ii) a non-exclusive license (with the right to sublicense as set forth herein) to use and display the ViaCell [*] Trademarks in connection with Collaboration the Manufacture of Rifaximin Products containing [*] of the Compound solely for purposes of Exploitation of such Rifaximin Products within the Field in the Territory solely Salix Territory, subject in each case ((i) and (ii)) to compliance with the terms and conditions of this Agreement; provided, however, that, in connection with any sublicense of the rights granted in this Section 10.5(a), the applicable Amgen Sublicense Agreement shall contain terms and conditions substantially the same as this Section 10.5. (B) Amgen acknowledges ViaCell's exclusive ownership of the ViaCell Trademarks and that use of any of the ViaCell Trademarks by Amgen shall inure to the sole benefit of ViaCell. Amgen shall not do or suffer to be done any act or thing inconsistent with such ownership and shall not acquire or claim or assist third parties in acquiring or claiming any title in or to any of the ViaCell Trademarks by virtue of this Agreement or through Amgen's use of the ViaCell Trademarks. In addition, Amgen hereby covenants that it shall not directly or indirectly undertake any action that in any manner might question, contest, challenge, infringe or impair the validity, enforceability, scope of rights or title of ViaCell in any of the ViaCell Trademarks at any time during the term of this Agreement and thereafterthe Amended and Restated License Agreement. (Cc) Amgen shall use the ViaCell Trademarks only in a manner and form: (i) designed to maintain the high quality of the ViaCell Trademarks; (ii) consistent with the use of the ViaCell Trademarks by ViaCell; (iii) that protects ViaCell's ownership interest therein; and (iv) that complies with all applicable federal, state, local and foreign laws, rules and regulations, including without limitation all applicable trademark laws, rules and regulations. (D) During the term of this Agreement and thereafter, Amgen shall not adopt or use any word, name, xxxx, symbol, other designation or trade style which in ViaCell's sole reasonable opinion is likely to cause confusion or dilute any of the ViaCell Trademarks, and shall not make any unlicensed use of trademarks or service marks which, in ViaCell's sole reasonable opinion, is confusingly similar to or dilutive of any of the ViaCell Trademarks. In addition, Amgen agrees that it shall not use any of the ViaCell Trademarks in combination with any word, name, xxxx, symbol, other designation or trade style so as to create a composite xxxx, unless such use is explicitly authorized in writing by ViaCell. (E) Amgen agrees and undertakes that all Collaboration Products identified by any of the ViaCell Trademarks shall be at least equal in quality to the mutually agreed specifications therefor (the "Quality Standard"). To the extent that a Manufacturing Transition has been triggered, ViaCell shall have the right no more than [**] to request a reasonable number of samples of the Collaboration Product for the sole purpose of auditing the quality of such Collaboration Product to determine whether such Collaboration Products meet the Quality Standard. Should ViaCell notify Amgen that a Collaboration Product identified by any of the ViaCell Trademarks fails to comply with the Quality Standard in effect at that time, Amgen shall correct such defects in accordance with such reasonable notification from ViaCell within [**] of such notice. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission. (F) ViaCell Salix shall have the right to audit sublicense the rights granted in Section 2.5(b) through multiple tiers of sublicensees to any party to whom Salix (or its sublicensee) grants a license to Exploit Rifaximin Products containing [*] of the Compound in the Field in the Salix Territory, subject to Section 2.6 of this Agreement. (d) The term of the license granted under Section 2.5(b) shall continue on a country-by-country and inspectRifaximin Product-by-Rifaximin Product basis until the relevant Rifaximin Product becomes a Salix Non-Royalty Product in the relevant country, upon advance written notice at which time Salix shall have an option to retain the license granted under Section 2.5(b) for such Rifaximin Product in such country, as set forth in Section 2.8. * Confidential treatment requested; certain information omitted and during regular business hours, Amgen's use of Trademarks licensed hereunderfiled separately with the SEC.

Trademark License. (A) ViaCell Tralliance hereby grants to Amgen Assignee a nonexclusive, royalty-free licensefree, including perpetual, non-exclusive and, to the right extent provided Section 5.5 below, transferable license (the “License”) to grant sublicenses to Amgen Sublicensees use the .travel logo in the form attached hereto as Exhibit A (the “Xxxx”) solely in connection with a sublicense of the rights granted under Section 10.3 above, under ViaCell Trademarks Acquired Assets and subject to use and display the ViaCell Trademarks in connection with Collaboration Products in the Territory solely in compliance with the terms and conditions of this Agreement; provided, however, that, in connection with any sublicense of the rights granted set forth in this Section 10.5(a), the applicable Amgen Sublicense Agreement shall contain terms and conditions substantially the same as this Section 10.5. (B) Amgen Article V. Assignee acknowledges ViaCell's exclusive ownership of the ViaCell Trademarks and that use of any of the ViaCell Trademarks by Amgen shall inure to the sole benefit of ViaCell. Amgen shall not do or suffer to be done any act or thing inconsistent with such ownership and shall not acquire or claim or assist third parties in acquiring or claiming any title in or to any of the ViaCell Trademarks by virtue of this Agreement or through Amgen's use of the ViaCell Trademarks. In addition, Amgen hereby covenants that it shall not directly or indirectly undertake any action that in any manner might question, contest, challenge, infringe or impair the validity, enforceability, scope of rights or title of ViaCell in any of the ViaCell Trademarks at any time during the term of this Agreement and thereafter. (C) Amgen shall use the ViaCell Trademarks only in a manner and form: (i) designed Tralliance has sole and exclusive right, title and interest in and to maintain the high quality of the ViaCell Trademarks; Xxxx and any registration issued thereon, (ii) consistent with Tralliance shall retain such sole and exclusive right, title and interest in and to the use of the ViaCell Trademarks by ViaCell; Xxxx and any registration issued thereon, (iii) that protects ViaCell's ownership interest therein; the Xxxx is valid, and (iv) that complies with all applicable federal, state, local and foreign laws, rules and regulations, including without limitation all applicable trademark laws, rules and regulations. (D) During the term of this Agreement and thereafter, Amgen Assignee shall not adopt at any time challenge or use any word, name, xxxx, symbol, other designation or trade style which in ViaCell's sole reasonable opinion is likely to cause confusion or dilute any contest the validity of the ViaCell TrademarksXxxx or the ownership, title or registration of Tralliance in and shall not make any unlicensed use of trademarks or service marks which, in ViaCell's sole reasonable opinion, is confusingly similar to or dilutive of any of the ViaCell Trademarks. In addition, Amgen agrees that it shall not use any of the ViaCell Trademarks in combination with any word, name, xxxx, symbol, other designation or trade style so as to create a composite xxxx, unless such use is explicitly authorized in writing by ViaCell. (E) Amgen agrees and undertakes that all Collaboration Products identified by any of the ViaCell Trademarks shall be at least equal in quality to the mutually agreed specifications therefor (the "Quality Standard")Xxxx. To the extent that a Manufacturing Transition has been triggered, ViaCell shall have the right no more than [**] to request a reasonable number of samples of the Collaboration Product for the sole purpose of auditing the quality of such Collaboration Product to determine whether such Collaboration Products meet the Quality Standard. Should ViaCell notify Amgen that a Collaboration Product identified by any of the ViaCell Trademarks fails to comply with the Quality Standard in effect at that time, Amgen shall correct such defects in accordance with such reasonable notification from ViaCell within [**] of such notice. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission. (F) ViaCell shall have Tralliance reserves the right to audit license the Xxxx, and inspectany other trademark, upon advance written notice service marks or any other proprietary marks of Tralliance to any other persons at any time in Tralliance’s sole discretion provided that Tralliance shall not be permitted to license or use the Xxxx together with the words “xxxxxx.xxxxxx” or any variation thereof. The License granted hereunder shall in no way be construed as granting to Assignee the right to use the Xxxx in any manner not related to or connected with the Acquired Assets, nor shall it be construed as reflecting Tralliance’s abandonment or intent to abandon any of its rights of possession or property in the Xxxx. Assignee shall, at the expense of Tralliance, enter into such agreements with Tralliance and during regular business hours, Amgen's use of Trademarks licensed hereundershall execute such documents and carry out such actions as Tralliance may reasonably deem necessary or advisable to protect Tralliance’s rights in and to the Xxxx.

Trademark License. (A) ViaCell hereby Subject to the terms of this Agreement, BCS grants to Amgen DGC a nonexclusivenon-exclusive, royaltynon-free licensetransferable right and license to use those BCS trademarks, including service marks, and trade names * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. VOLUME PRICING AGREEMENT 2085 described in Exhibit I (herein "Trademarks") in DGC's marketing of MATERIAL, provided that such use is in accordance with BCS's then current guidelines for using the BCS Trademarks, as such guidelines may be amended from time to time. Without limiting the foregoing, such use must reference the Trademarks as being owned by BCS. Nothing in this Agreement grants DGC ownership or any rights in or to use the Trademarks, except in accordance with this Section. BCS will have the exclusive right to grant sublicenses to Amgen Sublicensees in connection with a sublicense of own, use, hold, apply for registration for, and register the rights granted under Section 10.3 aboveTrademarks during the term of, under ViaCell Trademarks to use and display after the ViaCell Trademarks in connection with Collaboration Products in the Territory solely in compliance with the terms and conditions of expiration or termination of, this Agreement; provided, however, that, in connection with that nothing herein shall limit DGC's ability to use any sublicense of the rights granted in this Section 10.5(a), the applicable Amgen Sublicense Agreement shall contain terms and conditions substantially the same as this Section 10.5. (B) Amgen acknowledges ViaCell's exclusive ownership of the ViaCell Trademarks and that use component part of any Trademark if such component part is a word or term that is generic, descriptive or otherwise not under proprietary control of the ViaCell Trademarks by Amgen shall inure to the sole benefit of ViaCellBCS. Amgen shall not do or suffer to be done DGC will neither take nor authorize any act or thing activity inconsistent with such ownership and exclusive right. DGC will not use any Trademark as part of DGC's trade name, service mark, xx trademark or other signifying mark, xx in a manner that is confusingly similar; provided, however, that nothing herein shall limit DGC's ability to use any component part of any Trademark if such component part is a word or term that is generic, descriptive or otherwise not acquire under proprietary control of BCS or claim or assist third parties in acquiring or claiming any title in or to any which BCS holds no enforceable trademark rights. Upon request, but no less frequently than quarterly, DGC shall regularly submit specimens of the ViaCell Trademarks by virtue of this Agreement or through AmgenDGC's use of the ViaCell Trademarks. In additionTrademarks to BCS, Amgen hereby covenants that it shall not directly or indirectly undertake any action that in any manner might question, contest, challenge, infringe or impair the validity, enforceability, scope of rights or title of ViaCell in any of the ViaCell Trademarks at any time during the term of this Agreement and thereafter. (C) Amgen shall use the ViaCell Trademarks only in a manner and form: (i) designed to maintain the high quality of the ViaCell Trademarks; (ii) consistent with the use of the ViaCell Trademarks by ViaCell; (iii) that protects ViaCell's ownership interest therein; and (iv) that complies with all applicable federal, state, local and foreign laws, rules and regulations, including without limitation all applicable trademark laws, rules and regulations. (D) During the term of this Agreement and thereafter, Amgen shall not adopt or use any word, name, xxxx, symbol, other designation or trade style which in ViaCell's sole reasonable opinion is likely to cause confusion or dilute any of the ViaCell Trademarksno event less than quarterly, and shall not make DGC agrees to immediately change or discontinue any unlicensed improper Trademark use of trademarks or service marks whichas requested by BCS, in ViaCell's sole reasonable opinion, is confusingly similar to or dilutive of any of the ViaCell Trademarks. In addition, Amgen agrees that it shall not use any of the ViaCell Trademarks in combination with any word, name, xxxx, symbol, other designation or trade style so as to create a composite xxxx, unless such use is explicitly authorized in writing and submit corrected specimens thereof for review by ViaCellBCS. (E) Amgen agrees and undertakes that all Collaboration Products identified by any of the ViaCell Trademarks shall be at least equal in quality to the mutually agreed specifications therefor (the "Quality Standard"). To the extent that a Manufacturing Transition has been triggered, ViaCell shall have the right no more than [**] to request a reasonable number of samples of the Collaboration Product for the sole purpose of auditing the quality of such Collaboration Product to determine whether such Collaboration Products meet the Quality Standard. Should ViaCell notify Amgen that a Collaboration Product identified by any of the ViaCell Trademarks fails to comply with the Quality Standard in effect at that time, Amgen shall correct such defects in accordance with such reasonable notification from ViaCell within [**] of such notice. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission. (F) ViaCell shall have the right to audit and inspect, upon advance written notice and during regular business hours, Amgen's use of Trademarks licensed hereunder.

Trademark License. (A) ViaCell hereby grants Subject to Amgen a nonexclusive, royalty-free license, including the right to grant sublicenses to Amgen Sublicensees in connection with a sublicense of the rights granted under Section 10.3 above, under ViaCell Trademarks to use and display the ViaCell Trademarks in connection with Collaboration Products in the Territory solely in compliance with the terms and conditions of this Agreement; provided, howeverNetSpeak hereby grants to Motorola a personal, thatnontransferable, royalty-free, non-exclusive, worldwide right and license, with a right to sublicense parties who agree to adhere to this Section 2 and Exhibit D, to: (a) use and reproduce the NetSpeak Marks, either alone or co-branded with any trademark or trade name owned by Motorola or to which Motorola has a license to use, solely in connection with the NetSpeak Products and RF Products and other Derivative Works, and which is used on any sublicense labeling, packaging, demonstrations, promotions and advertising relating thereto; PROVIDED HOWEVER, that in the case of use in connection with RF Products and Derivative Works, Motorola will notify NetSpeak in writing to obtain prior approval, which approval will not be unreasonably withheld. If NetSpeak does not respond within 30 days following notification, approval shall be deemed to have been granted; and (b) use, reproduce, and display the NetSpeak Marks (publicly or otherwise) in connection with demonstrations, promotions and advertising related to the NetSpeak Products and RF Products for which Motorola obtains NetSpeak's prior written approval. Motorola shall not file any applications to register the NetSpeak Marks, or any xxxx which are likely to cause confusion with the NetSpeak Marks, in any country. Motorola acknowledges that its use of the rights granted NetSpeak Marks is limited to the use as licensed in this Section 10.5(a)Agreement. Motorola has not acquired, and will not acquire, any ownership rights in the applicable Amgen Sublicense Agreement shall contain terms and conditions substantially the same as this Section 10.5. (B) Amgen acknowledges ViaCell's exclusive ownership NetSpeak Marks. All use of the ViaCell Trademarks and that use of any of the ViaCell Trademarks NetSpeak Marks by Amgen Motorola shall inure to the sole benefit of ViaCell. Amgen shall not do or suffer to be done any act or thing inconsistent with such ownership NetSpeak, and shall not acquire or claim or assist third parties in acquiring or claiming any title in or to any of the ViaCell Trademarks by virtue of this Agreement or through Amgen's use of the ViaCell Trademarksmarks by Motorola shall not confer any rights to the NetSpeak Marks to Motorola. In additionExcept as otherwise provided in this Section 2.0, Amgen hereby covenants Motorola further agrees that it has no power or right and shall not directly or indirectly undertake any action that in any manner might questionnot, contestif the Agreement is terminated pursuant to Section 10.2, challenge, infringe or impair until the validity, enforceability, scope of rights or title of ViaCell in any expiration of the ViaCell Trademarks at any time during Term as though the term of this Agreement and thereafter. (C) Amgen shall use the ViaCell Trademarks only were still in a manner and formeffect: (i) designed to maintain attack the high quality title or any rights of the ViaCell TrademarksNetSpeak in NetSpeak Marks; (ii) consistent with claim any rights, title or interest in or to the use of the ViaCell Trademarks by ViaCellNetSpeak Marks adverse to NetSpeak, without NetSpeak's express written permission; (iii) register or apply for registration of the NetSpeak Marks or any name or xxxx that protects ViaCellincorporates the NetSpeak Marks anywhere in the world, in the name of Motorola, without NetSpeak's ownership interest thereinexpress written consent; and (iv) designate any name or xxxx that complies incorporates NetSpeak Marks as a common law trademark of Motorola anywhere in the world without NetSpeak's express written consent. Furthermore, Motorola agrees to use NetSpeak Marks only in accordance with all applicable federalthe guidelines for using NetSpeak Marks set forth on Exhibit D. (c) In the extent that Motorola sublicenses a third party under their rights in Sections 2(a) or (b), state, local the sublicense agreement between Motorola and foreign laws, rules and regulations, including without limitation all applicable trademark laws, rules and regulationssuch third party shall include provisions substantially equivalent to those of Section 2. (Dd) During Within thirty (30) days after the term date of execution of this Agreement and thereafterAgreement, Amgen shall not adopt NetSpeak will provide Motorola with a list of countries in which they have applied or use any word, name, xxxx, symbol, other designation or trade style which in ViaCell's sole reasonable opinion is likely to cause confusion or dilute any of the ViaCell Trademarks, and shall not make any unlicensed use of trademarks or service marks which, in ViaCell's sole reasonable opinion, is confusingly similar to or dilutive of any of the ViaCell Trademarks. In addition, Amgen agrees that it shall not use any of the ViaCell Trademarks in combination with any word, name, xxxx, symbol, other designation or trade style so as to create a composite xxxx, unless such use is explicitly authorized in writing by ViaCell. (E) Amgen agrees and undertakes that all Collaboration Products identified by any of the ViaCell Trademarks shall be at least equal in quality to the mutually agreed specifications therefor (the "Quality Standard"). To the extent that a Manufacturing Transition has been triggered, ViaCell shall have the right no more than [**] to request a reasonable number of samples of the Collaboration Product obtained registration for the sole purpose of auditing NetSpeak Marks. It is acknowledged by Motorola that NetSpeak has not perfected its trademark rights in the quality of such Collaboration Product to determine whether such Collaboration Products meet the Quality Standard. Should ViaCell notify Amgen that a Collaboration Product identified by any of the ViaCell Trademarks fails to comply with the Quality Standard NetSpeak Marks in effect at that timeall countries in which Motorola currently distributes, Amgen shall correct such defects in accordance with such reasonable notification from ViaCell within [**] of such notice. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commissionsells or offers products or services. (F) ViaCell shall have the right to audit and inspect, upon advance written notice and during regular business hours, Amgen's use of Trademarks licensed hereunder.

Trademark License. (Aa) ViaCell Subject to the terms and conditions contained herein, Taro, on behalf of its Affiliate, hereby grants to Amgen Strongbridge, and Strongbridge hereby accepts, a nonexclusivenontransferable (except as permitted pursuant to Section 4.4(a)), non-sublicensable (except as permitted below), sole and exclusive, royalty-free license, including license to use the right to grant sublicenses to Amgen Sublicensees Product Trademark in connection with the Product and Lifecycle Product solely in the Territory (“Trademark License”). For the avoidance of doubt, without such consent from Taro, Strongbridge may nonetheless sublicense its Trademark License to its Affiliates and distributors, but only as reasonably necessary to Commercialize the Product and Lifecycle Product on behalf of Strongbridge in the Territory. Any attempted assignment or sublicense by Strongbridge not permitted under this Section 2.3(a) shall be void and of no force or effect and shall constitute a sublicense material breach of the rights granted under Section 10.3 above, under ViaCell Trademarks this Agreement. (b) Strongbridge shall use and shall cause its permitted sublicensees and Permitted Assignee to use and display the ViaCell Trademarks Product Trademark only in connection with Collaboration Products the Product and Lifecycle Product for Commercialization by or on behalf of Strongbridge in the Territory. Taro shall not itself use, or license or otherwise permit any Third Party to use the Product Trademark in the Territory solely unless the Trademark License had been terminated. (c) Strongbridge agrees to use the Product Trademark only in compliance relation to the Product and Lifecycle Product in the Territory, consistent with Taro’s standard reasonably set by Taro, as communicated from time to time to Strongbridge with sufficient prior notice. Strongbridge agrees not to intentionally use the terms Product Trademark in any way that would diminish, tarnish, CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. disparage, or damage the goodwill in and conditions to the Product Trademark. Strongbridge agrees to use the same level of this Agreement; provideddue care to avoid diminishing, howevertarnishing, thatdisparaging, or damaging the goodwill of the Product Trademark as Strongbridge would use in connection with any sublicense of the rights granted in this Section 10.5(a), the applicable Amgen Sublicense Agreement shall contain terms and conditions substantially the same as this Section 10.5trademark owned by Strongbridge. (Bd) Amgen acknowledges ViaCell's exclusive ownership Strongbridge shall ensure that Product Trademark (i) is used in a manner sufficient to constitute trademark usage under applicable law, (ii) is clearly identified as a trademark under applicable law (e.g., through the use of a “®”, “™” or other appropriate identifier) and that such “Product Trademark is exclusively licensed to Strongbridge”, and (iii) are not used as combination marks with other marks or trademarks without the prior written consent of Taro. Any and all use by Strongbridge, permitted sublicensees and Permitted Assignee of the ViaCell Trademarks Product Trademark and that use of any of the ViaCell Trademarks by Amgen goodwill arising therefrom shall inure to the sole benefit of ViaCell. Amgen shall not do or suffer to be done any act or thing inconsistent with such ownership Taro and shall not acquire or claim or assist third parties in acquiring or claiming any title in or to any of the ViaCell Trademarks by virtue of this Agreement or through Amgen's use of the ViaCell Trademarks. In addition, Amgen hereby covenants that it shall not directly or indirectly undertake any action that in any manner might question, contest, challenge, infringe or impair the validity, enforceability, scope of rights or title of ViaCell in any of the ViaCell Trademarks at any time during the term of this Agreement and thereafterits Affiliates. (Ce) Amgen shall Strongbridge may not and agrees that neither it nor any of its permitted sublicensees and Permitted Assignee will use the ViaCell Trademarks only in a manner and form: (i) designed to maintain Product Trademark outside the high quality of the ViaCell Trademarks; (ii) consistent with the use of the ViaCell Trademarks by ViaCell; (iii) that protects ViaCell's ownership interest therein; and (iv) that complies with all applicable federal, state, local and foreign laws, rules and regulations, including without limitation all applicable trademark laws, rules and regulationsTerritory. (Df) During the term of this Agreement and thereafter, Amgen shall not adopt or use any word, name, xxxx, symbol, other designation or trade style which in ViaCell's sole reasonable opinion is likely to cause confusion or dilute any of the ViaCell TrademarksStrongbridge hereby expressly acknowledges Taro’s ownership of, and shall not make any unlicensed use of trademarks or service marks whichrights in, in ViaCell's sole reasonable opinion, is confusingly similar to or dilutive of any of the ViaCell TrademarksProduct Trademark. In addition, Amgen Strongbridge agrees that it shall will not use (and will not assist or authorize any Third Party to) attack, dispute or contest the validity of Taro’s ownership of the ViaCell Trademarks in combination with any word, name, xxxx, symbol, other designation or trade style so as to create a composite xxxx, unless such use is explicitly authorized in writing by ViaCellProduct Trademark. (Eg) Amgen agrees Taro shall prepare, file, prosecute and undertakes that all Collaboration Products identified by any maintain trademark applications and registrations at the United States Patent and Trademark Office for the Product Trademark. All costs and expenses (including but not limited to attorneys’ fees and expenses and official fees) of preparing, filing, prosecuting and maintaining the ViaCell Trademarks Product Trademark shall be at least equal in quality to the mutually agreed specifications therefor (the "Quality Standard"). To the extent that a Manufacturing Transition has been triggered, ViaCell shall have the right no more than [**] to request a reasonable number of samples of the Collaboration Product for the sole purpose of auditing the quality of such Collaboration Product to determine whether such Collaboration Products meet the Quality Standard. Should ViaCell notify Amgen that a Collaboration Product identified borne by any of the ViaCell Trademarks fails to comply with the Quality Standard in effect at that time, Amgen shall correct such defects in accordance with such reasonable notification from ViaCell within [**] of such notice. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the CommissionTaro. (F) ViaCell shall have the right to audit and inspect, upon advance written notice and during regular business hours, Amgen's use of Trademarks licensed hereunder.

Trademark License. (A) ViaCell Landlord shall procure for the benefit of, and hereby grants to, Tenant the non-exclusive right and license to Amgen a nonexclusiveuse and otherwise exploit the Property Marks in connection with the operation, royalty-free promotion and marketing of the Premises throughout the Term. As between Landlord and Tenant, with respect to such right and license, Tenant shall, during the Term, have the sole and exclusive right to determine its use of the Property Marks, including the right to grant sublicenses to Amgen Sublicensees in connection with a sublicense form of presentation of the rights granted under Section 10.3 above, under ViaCell Trademarks to use and display the ViaCell Trademarks in connection with Collaboration Products Property Marks in the Territory solely operation of the Premises, all uses of the Property Marks in compliance marketing, sales, advertising and promotional materials of the Premises, any goods or services relating to the Premises and any signage for the Premises. Upon the expiration of the Term, the foregoing grant shall automatically terminate and, if required by Landlord, Tenant shall execute such documentation as Landlord may reasonably request to evidence the termination of such grant.Guest Data. (a) Within thirty (30) days of the end of each calendar quarter during the Term (and if the Expiration Date does not coincide with the terms and conditions end of this a calendar quarter, then within thirty (30) days of the Expiration Date), Tenant shall provide Landlord with the Guest Data obtained by Tenant during such calendar quarter (or portion thereof preceding the Expiration Date if the Expiration Date does not coincide with the end of a calendar quarter), in the format attached in Exhibit F to the Purchase Agreement; provided, however, that, in connection with any sublicense of the rights granted in this Section 10.5(a), the applicable Amgen Sublicense Agreement shall contain terms and conditions substantially the same as this Section 10.5. (B) Amgen acknowledges ViaCell's exclusive ownership of the ViaCell Trademarks and that use of any of the ViaCell Trademarks by Amgen shall inure to the sole benefit of ViaCell. Amgen shall not do or suffer to be done any act or thing inconsistent with such ownership and shall not acquire or claim or assist third parties in acquiring or claiming any title in or to any of the ViaCell Trademarks by virtue of this Agreement or through Amgen's use of the ViaCell Trademarks. In addition, Amgen hereby covenants that it shall not directly or indirectly undertake any action that in any manner might question, contest, challenge, infringe or impair the validity, enforceability, scope of rights or title of ViaCell in any of the ViaCell Trademarks at any time during the term of this Agreement and thereafter. (C) Amgen shall use the ViaCell Trademarks only in a manner and form: (i) designed to maintain the high quality of the ViaCell Trademarks; (ii) consistent with the use of the ViaCell Trademarks by ViaCell; (iii) that protects ViaCell's ownership interest therein; and (iv) that complies with all applicable federal, state, local and foreign laws, rules and regulations, including without limitation all applicable trademark laws, rules and regulations. (D) During the term of this Agreement and thereafter, Amgen shall not adopt or use any word, name, xxxx, symbol, other designation or trade style which in ViaCell's sole reasonable opinion is likely to cause confusion or dilute any of the ViaCell Trademarks, and shall not make any unlicensed use of trademarks or service marks which, in ViaCell's sole reasonable opinion, is confusingly similar to or dilutive of any of the ViaCell Trademarks. In addition, Amgen agrees that it shall not use any of the ViaCell Trademarks in combination with any word, name, xxxx, symbol, other designation or trade style so as to create a composite xxxx, unless such use is explicitly authorized in writing by ViaCell. (E) Amgen agrees and undertakes that all Collaboration Products identified by any of the ViaCell Trademarks shall be at least equal in quality to the mutually agreed specifications therefor (the "Quality Standard"). To the extent that a Manufacturing Transition has been triggered, ViaCell shall have the right no more than [**] to request a reasonable number of samples of the Collaboration Product for the sole purpose of auditing the quality of such Collaboration Product to determine whether such Collaboration Products meet the Quality Standard. Should ViaCell notify Amgen that a Collaboration Product identified by any of the ViaCell Trademarks fails to comply with the Quality Standard in effect at that time, Amgen shall correct such defects in accordance with such reasonable notification from ViaCell within [**] of such notice. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission. (F) ViaCell Landlord shall have the right to audit request additional data as to Persons to the extent such data relates solely to such Person’s activity at the Premises, which Tenant shall reasonably consider (but any provision or withholding of any such requested information shall be in Tenant’s sole discretion). Landlord, for itself and inspecton behalf of its Affiliates: (i) acknowledges and agrees that Tenant and its Affiliates shall be co-owners of the Guest Data; and (ii) disclaims any right, upon advance title or interest in or to any other guest data or information in the possession or control of Tenant or any of its Affiliates. (b) Following the Commencement Date, Landlord shall not and shall cause its Affiliates not to use (directly or indirectly, in any manner or for any reason) the Guest Data until the Expiration Date. Each of Landlord and Tenant shall not and shall cause its respective Affiliates not to use the Guest Data (i) in contravention of the terms of the customer agreement, consent, privacy policies or other policies of Tenant or any of its Affiliates applicable to such Guest Data (each a “Tenant Privacy Policy”) but only to the extent that such Tenant Privacy Policies (A) are consistent with the privacy policies applicable to data collected at facilities owned or operated by Tenant or any of its Affiliates that are located in Nevada, and (B) with respect to modifications, updates or introduction of Tenant Privacy Policies after the Commencement Date but prior to the Expiration Date, do not disproportionately adversely impact Tenant Operations, (ii) in any activity that would be reasonably expected to constitute spamming, or (iii) to offer, solicit or promote any illegal, obscene, inappropriate, adult oriented, or pornographic material or activity or to engage in any activity in violation of any applicable laws or the terms of the Tenant Privacy Policy. Notwithstanding the foregoing, Landlord and Buyer shall no longer be required to comply with Tenant’s Privacy Policies following the Expiration Date and thereafter following the date that Landlord or Buyer has notified Persons to whom Guest Data relates of Buyer’s or Landlord’s customer agreements, consents, privacy policies or other policies applicable to Guest Data (each a “Landlord’s Privacy Policy”) so long as (y) Landlord’s Privacy Policies are no less protective of such Guest Data than Tenant Privacy Policies and (z) Landlord’s Privacy Policies comply with all Legal Requirements. Following the Expiration Date, there shall be no restrictions on the ability of Buyer, its Affiliates (including Landlord) or any successor-in-interest to Buyer (including any Lender or any Lender’s designees), to sell or transfer the Guest Data to any other Person or to use the Guest Data in any manner that is not in violation of (1) Tenant Privacy Policies or Landlord’s Privacy Policies, as applicable, in accordance with the immediately preceding sentence, (2) Legal Requirements or (3) any applicable data sharing opt ours communicated by any relevant customer as documented in the Guest Data records or information provided by Tenant to Landlord or Buyer at any time prior to the Expiration Date. Landlord (on behalf of itself and its Affiliates) and Tenant agree that, in the event of a conflict among, or it is unclear which of, the terms of any such Tenant Privacy Policy are applicable, the terms most favorable to and protective of the Persons to whom such Guest Data relates shall apply for purposes of this Section. Notwithstanding the foregoing sentences of this Section, Landlord (on behalf of itself and its Affiliates) and Tenant agree to obtain consent from the Person(s) to whom the applicable Guest Data relates before materially changing the terms of any customer agreement, consent, privacy policy or other policy applicable to such Guest Data; provided, however, if the change provides materially more protection to the Guest Data, then the applicable party may instead provide sufficiently prominent and robust written notice to such Person at least thirty (30) days prior to making such change and during regular business hoursa reasonable period of time for such Person to opt out of such change. Notwithstanding anything contained in this Lease, Amgen's the Purchase Agreement or any Ancillary Agreement to the contrary, the use of Trademarks licensed hereunderthe Guest Data by Landlord and Tenant and their respective Affiliates shall, in all events, be subject to the Use Restrictions. Landlord and Tenant agree to, and to cause their respective Affiliates to, maintain commercially reasonable measures to protect the physical safety and data integrity of the Guest Data. (c) On the last day of the Term, Tenant shall provide Landlord with a list of patrons that are not able to participate in gaming at any of the properties of Tenant and its Affiliates either because they have “self-excluded” from participating in gaming at such properties pursuant to the responsible gaming program of Tenant and its Affiliates or are “state excluded” from doing so.

Trademark License. (A) ViaCell hereby During your participation in the Program, Sungevity grants to Amgen you a nonexclusive, royalty-free licensenontransferable, including the personal right to grant sublicenses use the trademarks, logos and program marketing assets made available by Sungevity solely for purposes of carrying out Program activities pursuant to Amgen Sublicensees in connection with a sublicense of the rights granted under Section 10.3 above, under ViaCell Trademarks to use and display the ViaCell Trademarks in connection with Collaboration Products in the Territory solely in compliance with the terms and conditions of this Agreement; providedAgreement (the “Trademarks”). Neither this Agreement nor any relationship you may have with Sungevity grants to you any right, howevertitle, that, or interest in connection with any sublicense of the Trademarks other than the rights specifically granted in this Section 10.5(a)Section. You shall not use the Trademarks, the applicable Amgen Sublicense Agreement shall contain terms and conditions substantially the same or any part thereof, as this Section 10.5. (B) Amgen acknowledges ViaCell's exclusive ownership part of the ViaCell Trademarks and that your name or identity nor use of any of the ViaCell Trademarks by Amgen shall inure name or xxxx confusingly similar to the sole benefit of ViaCell. Amgen shall not do Trademarks, or suffer to be done any act or thing inconsistent with such ownership and shall not acquire or claim or assist third parties in acquiring or claiming any title in or to any of otherwise utilize the ViaCell Trademarks by virtue of this Agreement or through Amgen's use of the ViaCell Trademarks. In addition, Amgen hereby covenants that it shall not directly or indirectly undertake any action that in any manner might question, contest, challenge, infringe or impair the validity, enforceability, scope of rights or title of ViaCell in any of the ViaCell Trademarks at any time during the term of this Agreement and thereafter. (C) Amgen shall use the ViaCell Trademarks only in a manner and forminconsistent with this Agreement. By participating in the Program, you agree to use the Trademarks in accordance with Sungevity's Trademark guidelines as such may be provided by Sungevity from time to time (the “Guidelines”). In addition to complying with the Guidelines, you agree: (i) designed not to maintain alter or modify the high quality of the ViaCell TrademarksTrademarks in any way; (ii) consistent with that the use Trademarks will not be used as a design element of the ViaCell Trademarks by ViaCellany other logo or trademark; (iii) not to use Trademarks in any manner that protects ViaCellmight disparage or injure Sungevity's ownership interest thereinreputation; and (iv) that complies with all applicable federal, state, local and foreign laws, rules and regulations, including without limitation all applicable trademark laws, rules and regulations. (D) During the term of this Agreement and thereafter, Amgen shall not adopt or use any word, name, xxxx, symbol, other designation or trade style which in ViaCell's sole reasonable opinion is likely to cause confusion or dilute any of the ViaCell Trademarks, Trademarks will be truthful and shall not make any unlicensed misleading; (v) not to use of trademarks or service marks the Trademarks in a manner which, in ViaCellSungevity's sole reasonable opiniondiscretion, is confusingly similar to diminishes or dilutive of any of otherwise damages Sungevity's goodwill in the ViaCell Trademarks. In addition, Amgen agrees that it You shall not use the following legend in any location on which Trademarks or other legal notices appear unless a different legend is required: “Trademark(s) are the trademarks or registered trademarks of Sungevity and its subsidiaries located in the ViaCell Trademarks in combination with any word, name, xxxx, symbol, other designation or trade style so as to create a composite xxxx, unless such use is explicitly authorized in writing by ViaCell. (E) Amgen agrees United States and undertakes that all Collaboration Products identified by any of the ViaCell Trademarks shall be at least equal in quality to the mutually agreed specifications therefor (the "Quality Standard")abroad”. To the extent that a Manufacturing Transition has been triggered, ViaCell shall have the right no more than [**] to request a reasonable number of samples of the Collaboration Product for the sole purpose of auditing the quality of such Collaboration Product to determine whether such Collaboration Products meet the Quality Standard. Should ViaCell notify Amgen that a Collaboration Product identified by any of the ViaCell Trademarks fails to comply with the Quality Standard in effect at that time, Amgen shall correct such defects in accordance with such reasonable notification from ViaCell within [**] of such notice. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission. (F) ViaCell shall have Sungevity reserves the right to audit and inspectmodify or terminate any rights arising out of or in connection with this Section, upon advance written notice and during regular business hoursin whole or in part, Amgen's without cause, at its sole discretion at any time. If you cease participation in the Program or are terminated from the Program, you will immediately cease use of all Trademarks licensed hereunderand any other marks or materials of, or provided by, Sungevity.

Trademark License. (Aa) ViaCell hereby grants ARI shall and does grant to Amgen a nonexclusive, royalty-free license, including the Group Companies the right and license to grant sublicenses to Amgen Sublicensees use the trademarks identified in the attached Schedule C (the “Licensed Trademarks”) in connection with the operation of and products associated with operating a sublicense railcar leasing business. ARI grants the foregoing license for a period of six (6) months from and after the Initial Closing Date or such longer time period permitted by Section 3.03(b), solely to facilitate the removal of Licensed Trademarks from any and all vehicles, facilities, signage, railcars, equipment, stationery, business cards, advertising materials, web content, inventory, packaging, product, service and training literature, credit and collection materials and all other similar materials of the rights granted under Section 10.3 above, under ViaCell Trademarks to use and display the ViaCell Trademarks in connection with Collaboration Products in the Territory solely in compliance with the terms and conditions of this AgreementGroup Companies; provided, however, thatthat during such six (6) month transition period, in connection with any sublicense of the rights granted in this subject to Section 10.5(a3.03(b), the applicable Amgen Sublicense Agreement Group Companies shall contain terms use commercially reasonable efforts to change the Group Companies’ corporate names and conditions substantially to discontinue the same use of the name “American Railcar” and the other Licensed Trademarks as this Section 10.5soon as practicable. (Bb) Amgen acknowledges ViaCell's exclusive ownership of Notwithstanding the ViaCell Trademarks and foregoing, (i) if there is an outstanding Group Company Credit Facility currently in place with regards to any particular Group Company, that use of any of the ViaCell Trademarks by Amgen shall inure to the sole benefit of ViaCell. Amgen Group Company shall not do be required to change its corporate name if it includes the Licensed Trademarks or suffer any other similar term or derivative thereof until such time as such Group Company Credit Facility is refinanced, repaid, matured or otherwise terminated, and (ii) ARL shall not be required to be done remove the licensed trademarks from any act Group Company railcars bearing those marks until such time as a railcar requires cleaning, maintenance or thing inconsistent with such ownership repair work or is otherwise in the possession or control of ARL. (c) ARL acknowledges that it shall not have and shall not acquire any rights to or claim or assist third parties interest in acquiring or claiming the Licensed Trademarks and any title in or to any of the ViaCell Trademarks by virtue of this Agreement or through Amgen's derivatives thereof, and that all use of the ViaCell TrademarksLicensed Trademarks and any derivatives thereof, and any goodwill arising from such use, shall inure solely to the benefit of ARI. In addition, Amgen hereby covenants that it shall not directly or indirectly undertake any action that in any manner might question, contest, challenge, infringe or impair the validity, enforceability, scope of rights or title of ViaCell in any of the ViaCell Trademarks at any time Neither during the term of this Agreement and thereafterlicense, nor after its expiration or termination shall ARL (i) assert, or permit or assist any third party to assert, any claim to the Licensed Trademarks or any goodwill relating to them; or (ii) adopt or use any name or xxxx that is a derivative of the Licensed Trademarks or is substantially similar to or likely to cause confusion with the Licensed Trademarks. (Cd) Amgen ARL shall use provide ARI with a written report on a quarterly basis, beginning on the ViaCell first day of the first fiscal quarter following the Initial Closing and on the first day of each fiscal quarter thereafter, and ending with the fiscal quarter following the Initial Closing during which the Licensed Trademarks only in a manner and formcease to be used by any Group Company or to appear on any ARL Railcars, that provides: (i) designed the name of every Subsidiary that continues to maintain include the high quality of the ViaCell TrademarksLicensed Trademarks or any other similar term or derivative thereof; (ii) consistent with the use identification number of every railcar from which the ViaCell Licensed Trademarks by ViaCellor any other similar term or derivative thereof have been removed during the preceding quarter; and (iii) a status update regarding any events that protects ViaCell's ownership interest therein; have occurred and any events that are expected to occur within the next thirty (iv30) that complies with all applicable federal, state, local and foreign laws, rules and regulations, including without limitation all applicable trademark laws, rules and regulations. (D) During the term of this Agreement and thereafter, Amgen shall not adopt or use any word, name, xxxx, symbol, other designation or trade style which days described in ViaCell's sole reasonable opinion is likely to cause confusion or dilute any of the ViaCell Trademarks, and shall not make any unlicensed use of trademarks or service marks which, in ViaCell's sole reasonable opinion, is confusingly similar to or dilutive of any of the ViaCell Trademarks. In addition, Amgen agrees that it shall not use any of the ViaCell Trademarks in combination with any word, name, xxxx, symbol, other designation or trade style so as to create a composite xxxx, unless such use is explicitly authorized in writing by ViaCell. (E) Amgen agrees and undertakes that all Collaboration Products identified by any of the ViaCell Trademarks shall be at least equal in quality to the mutually agreed specifications therefor (the "Quality Standard"Section 3.03(b). To the extent that a Manufacturing Transition has been triggered, ViaCell ARI shall have the right no more than [**] to request a reasonable number of samples of the Collaboration Product for the sole purpose of auditing the quality of such Collaboration Product to determine whether such Collaboration Products meet the Quality Standard. Should ViaCell notify Amgen that a Collaboration Product identified by any of the ViaCell Trademarks fails to comply with the Quality Standard in effect at that time, Amgen shall correct such defects in accordance with such reasonable notification from ViaCell within [**] of such notice. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission. (F) ViaCell shall also have the right to audit inquire at any reasonable time about, and inspectARL shall provide, the status of specific events related to Group Company Credit Facilities and railcars in each case that continue to include the Licensed Trademarks or any other similar term or derivative thereof. (e) ARL shall, and shall cause any Group Company to, notify relevant third parties, including Customers and vendors, of the change of name of any relevant Group Company within thirty (30) days of the legal name change of such entity, and shall upon advance request, provide ARI with written notice and during regular business hours, Amgen's use of Trademarks licensed hereunderevidence that it has done so.

Trademark License. (A) ViaCell hereby Subject to the terms of this Agreement, BCS grants to Amgen DGC a nonexclusivenon-exclusive, royaltynon-free licensetransferable right and license to use those BCS trademarks, including service marks, and trade names * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. VOLUME PRICING AGREEMENT 2085 described in Exhibit I (herein "Trademarks") in DGC's marketing of MATERIAL, provided that such use is in accordance with BCS's then current guidelines for using the BCS Trademarks, as such guidelines may be amended from time to time. Without limiting the foregoing, such use must reference the Trademarks as being owned by BCS. Nothing in this Agreement grants DGC ownership or any rights in or to use the Trademarks, except in accordance with this Section. BCS will have the exclusive right to grant sublicenses to Amgen Sublicensees in connection with a sublicense of own, use, hold, apply for registration for, and register the rights granted under Section 10.3 aboveTrademarks during the term of, under ViaCell Trademarks to use and display after the ViaCell Trademarks in connection with Collaboration Products in the Territory solely in compliance with the terms and conditions of expiration or termination of, this Agreement; provided, however, that, in connection with that nothing herein shall limit DGC's ability to use any sublicense of the rights granted in this Section 10.5(a), the applicable Amgen Sublicense Agreement shall contain terms and conditions substantially the same as this Section 10.5. (B) Amgen acknowledges ViaCell's exclusive ownership of the ViaCell Trademarks and that use component part of any Trademark if such component part is a word or term that is generic, descriptive or otherwise not under proprietary control of the ViaCell Trademarks by Amgen shall inure to the sole benefit of ViaCellBCS. Amgen shall not do or suffer to be done DGC will neither take nor authorize any act or thing activity inconsistent with such ownership and exclusive right. DGC will not use any Trademark as part of DGC's trade name, service xxxx, or trademark or other signifying xxxx, or in a manner that is confusingly similar; provided, however, that nothing herein shall limit DGC's ability to use any component part of any Trademark if such component part is a word or term that is generic, descriptive or otherwise not acquire under proprietary control of BCS or claim or assist third parties in acquiring or claiming any title in or to any which BCS holds no enforceable trademark rights. Upon request, but no less frequently than quarterly, DGC shall regularly submit specimens of the ViaCell Trademarks by virtue of this Agreement or through AmgenDGC's use of the ViaCell Trademarks. In additionTrademarks to BCS, Amgen hereby covenants that it shall not directly or indirectly undertake any action that in any manner might question, contest, challenge, infringe or impair the validity, enforceability, scope of rights or title of ViaCell in any of the ViaCell Trademarks at any time during the term of this Agreement and thereafter. (C) Amgen shall use the ViaCell Trademarks only in a manner and form: (i) designed to maintain the high quality of the ViaCell Trademarks; (ii) consistent with the use of the ViaCell Trademarks by ViaCell; (iii) that protects ViaCell's ownership interest therein; and (iv) that complies with all applicable federal, state, local and foreign laws, rules and regulations, including without limitation all applicable trademark laws, rules and regulations. (D) During the term of this Agreement and thereafter, Amgen shall not adopt or use any word, name, xxxx, symbol, other designation or trade style which in ViaCell's sole reasonable opinion is likely to cause confusion or dilute any of the ViaCell Trademarksno event less than quarterly, and shall not make DGC agrees to immediately change or discontinue any unlicensed improper Trademark use of trademarks or service marks whichas requested by BCS, in ViaCell's sole reasonable opinion, is confusingly similar to or dilutive of any of the ViaCell Trademarks. In addition, Amgen agrees that it shall not use any of the ViaCell Trademarks in combination with any word, name, xxxx, symbol, other designation or trade style so as to create a composite xxxx, unless such use is explicitly authorized in writing and submit corrected specimens thereof for review by ViaCellBCS. (E) Amgen agrees and undertakes that all Collaboration Products identified by any of the ViaCell Trademarks shall be at least equal in quality to the mutually agreed specifications therefor (the "Quality Standard"). To the extent that a Manufacturing Transition has been triggered, ViaCell shall have the right no more than [**] to request a reasonable number of samples of the Collaboration Product for the sole purpose of auditing the quality of such Collaboration Product to determine whether such Collaboration Products meet the Quality Standard. Should ViaCell notify Amgen that a Collaboration Product identified by any of the ViaCell Trademarks fails to comply with the Quality Standard in effect at that time, Amgen shall correct such defects in accordance with such reasonable notification from ViaCell within [**] of such notice. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission. (F) ViaCell shall have the right to audit and inspect, upon advance written notice and during regular business hours, Amgen's use of Trademarks licensed hereunder.

Trademark License. (Ai) ViaCell Microsoft hereby grants to Amgen WebMD a nonexclusivenon-exclusive, royaltynon-free licensetransferable, personal license to use the Microsoft MSN logos as provided by Microsoft under this Agreement for use as part of the Network Frameworks header and footer (the "MSN Logos"), and any other Microsoft trademark or logo as may be provided by written notice from Microsoft for use under this Agreement (the Microsoft Marks"), solely in connection with the Health Channel and in accordance with the terms of this Agreement, including the right to grant sublicenses to Amgen Sublicensees use specifications in connection with a sublicense of the rights granted under Section 10.3 above, under ViaCell Trademarks to use and display the ViaCell Trademarks in connection with Collaboration Products in the Territory solely in compliance with the terms and conditions of this Agreement; provided, however, that, in connection with any sublicense of the rights granted Exhibit G. Except as provided in this Section 10.5(a)Trademark License, the applicable Amgen Sublicense this Agreement shall contain terms and conditions substantially the same as this Section 10.5. (B) Amgen acknowledges ViaCell's exclusive ownership of the ViaCell Trademarks and that use of does not grant WebMD any of the ViaCell Trademarks by Amgen shall inure to the sole benefit of ViaCell. Amgen shall not do right, title, interest, or suffer to be done any act or thing inconsistent with such ownership and shall not acquire or claim or assist third parties in acquiring or claiming any title license in or to any of Microsoft's names, logos, trade dress, designs, or other trademarks. Unless otherwise provided herein or agreed upon by the ViaCell Trademarks by virtue parties, WebMD's use shall be mutually approved in advance. (ii) WebMD acknowledges, as between WebMD and Microsoft, Microsoft's sole ownership of this Agreement or through Amgenthe MSN Logos and Microsoft Marks worldwide and all associated goodwill. WebMD's use of the ViaCell TrademarksMSN Logos and Microsoft Marks, as between the parties, shall inure solely to the benefit of Microsoft. In additionWebMD hereby assigns and shall assign in the future to Microsoft all rights it may acquire by operation of law or otherwise in the MSN Logos and Microsoft Marks, Amgen hereby covenants that it including all applications or registrations therefore, along with the goodwill associated therewith. (iii) WebMD shall fully correct and remedy any deficiencies in its use of the MSN Logos, Microsoft Marks and/or the quality of the Health Channel where the MSN Logos or Microsoft Marks appear, upon reasonable notice from Microsoft. (iv) Microsoft shall have the sole right to and in its sole discretion may commence, prosecute or defend, and control any action concerning the MSN Logos or Microsoft Marks. WebMD shall not directly or indirectly undertake any action that in any manner might question, contest, challenge, infringe or impair the validity, enforceability, scope of rights or title of ViaCell in any of the ViaCell Trademarks at any time during the term Term of this Agreement and thereafter. (C) Amgen shall use contest the ViaCell Trademarks only validity of, by act or omission jeopardize, or take any action inconsistent with, Microsoft's rights or goodwill in a manner and form: (i) designed to maintain the high quality MSN Logos or Microsoft Marks in any country, including attempted registration of the ViaCell Trademarks; (ii) consistent with the use of the ViaCell Trademarks by ViaCell; (iii) that protects ViaCell's ownership interest therein; and (iv) that complies with all applicable federalMSN Logos or Microsoft Marks, state, local and foreign laws, rules and regulations, including without limitation all applicable trademark laws, rules and regulations. (D) During the term of this Agreement and thereafter, Amgen shall not adopt or use any word, name, xxxx, symbol, other designation or trade style which in ViaCell's sole reasonable opinion is likely to cause confusion or dilute any of the ViaCell Trademarks, and shall not make any unlicensed use of trademarks or service marks which, in ViaCell's sole reasonable opinion, is confusingly similar to or dilutive attempted registration of any of the ViaCell Trademarks. In addition, Amgen agrees that it shall not use any of the ViaCell Trademarks in combination with any word, name, xxxx, symbol, other designation or trade style so as to create a composite xxxx, unless such use is explicitly authorized in writing by ViaCellmark xxxfusingly similar thereto. (E) Amgen agrees and undertakes that all Collaboration Products identified by any of the ViaCell Trademarks shall be at least equal in quality to the mutually agreed specifications therefor (the "Quality Standard"). To the extent that a Manufacturing Transition has been triggered, ViaCell shall have the right no more than [**] to request a reasonable number of samples of the Collaboration Product for the sole purpose of auditing the quality of such Collaboration Product to determine whether such Collaboration Products meet the Quality Standard. Should ViaCell notify Amgen that a Collaboration Product identified by any of the ViaCell Trademarks fails to comply with the Quality Standard in effect at that time, Amgen shall correct such defects in accordance with such reasonable notification from ViaCell within [**] of such notice. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission. (F) ViaCell shall have the right to audit and inspect, upon advance written notice and during regular business hours, Amgen's use of Trademarks licensed hereunder.

Trademark License. (Ai) ViaCell For a period of […***…] after the Transition Period End Date (the “License Term”), Takeda hereby grants to Amgen Orexigen a nonexclusivetemporary, royaltynon-free licenseexclusive, including the right to grant sublicenses to Amgen Sublicensees non-transferable (except as provided in connection with a sublicense Section 14.5 of the rights granted under Section 10.3 aboveCollaboration Agreement), under ViaCell Trademarks royalty- free license in the Field in the Territory, (1) to use and display the ViaCell Takeda Trademarks in connection with Collaboration Products in solely to the Territory solely in compliance with the terms and conditions extent included on any Product packaged by or on behalf of this Agreement; provided, however, that, in connection with any sublicense Takeda as of the rights granted in this Transition Period End Date, and solely for the purpose of distributing Product purchased by Orexigen pursuant to Section 10.5(a), the applicable Amgen Sublicense Agreement shall contain terms 3.6.3 with labeling and conditions substantially the same as this Section 10.5. (B) Amgen acknowledges ViaCell's exclusive ownership of the ViaCell Trademarks and packaging that use of bears any of the ViaCell Trademarks by Amgen shall inure to the sole benefit of ViaCell. Amgen shall not do or suffer to be done any act or thing inconsistent with such ownership and shall not acquire or claim or assist third parties in acquiring or claiming any title in or to any of the ViaCell Trademarks by virtue of this Agreement or through Amgen's use of the ViaCell Trademarks. In addition, Amgen hereby covenants that it shall not directly or indirectly undertake any action that in any manner might question, contest, challenge, infringe or impair the validity, enforceability, scope of rights or title of ViaCell in any of the ViaCell Trademarks at any time during the term of this Agreement and thereafter. (C) Amgen shall use the ViaCell Trademarks only in a manner and form: (i) designed to maintain the high quality of the ViaCell Trademarks; (ii) consistent with the use of the ViaCell Trademarks by ViaCell; (iii) that protects ViaCell's ownership interest therein; and (iv) that complies with all applicable federal, state, local and foreign laws, rules and regulations, including without limitation all applicable trademark laws, rules and regulations. (D) During the term of this Agreement and thereafter, Amgen shall not adopt or use any word, name, xxxx, symbol, other designation or trade style which in ViaCell's sole reasonable opinion is likely to cause confusion or dilute any of the ViaCell Takeda Trademarks, and shall not make (2) to use and display the Takeda Trademarks solely to the extent included on any unlicensed use marketing or promotional materials originally produced by or on behalf of trademarks or service marks which, Takeda that contain the Takeda Trademarks (all such Takeda Trademarks described in ViaCell's sole reasonable opinion, is confusingly similar the foregoing clauses (1) and (2) being referred to or dilutive of any of collectively as the ViaCell “Licensed Trademarks. In addition, Amgen agrees ”); provided that it Orexigen shall not use any of the ViaCell Licensed Trademarks in combination with any word, name, other trademark or service xxxx in a manner that creates a combination xxxx, symbol, other designation or trade style so as to create a composite xxxx, unless such use is explicitly authorized in writing by ViaCell. (Eii) Amgen agrees Orexigen acknowledges that Takeda is the exclusive owner of all right, title, and undertakes interest in and to the Licensed Trademarks. Orexigen shall only use or display the Licensed Trademarks as used and displayed by Takeda prior to the Transition Period End Date, and any such use or display shall comply with all applicable Laws. In connection with such limited use or display of the Licensed Trademarks as permitted by Section 3.6.4(i), Orexigen acknowledges that all Collaboration Products identified goodwill associated with or attached to such use or display thereof shall inure to Takeda’s benefit and shall not create in Orexigen’s favor any right, title or interest in or to the Licensed Trademarks. (iii) Orexigen shall not produce any marketing or promotional materials containing the Licensed Trademarks without Takeda’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned. If requested by Takeda, Orexigen shall submit to Takeda samples of all materials bearing the Licensed Trademarks. Orexigen shall, and shall cause its Affiliates to, cease and discontinue use of any materials bearing the Licensed Trademarks not in compliance with the requirements of this Section 3.6.4. (iv) At or prior to the end of the ViaCell Trademarks License Term, Orexigen and its Affiliates shall be at least equal in quality re-label, destroy, delete or exhaust all materials bearing the Licensed Trademarks, including promotional materials, labeling and packaging, except to the mutually agreed specifications therefor (the "Quality Standard"). To the extent that a Manufacturing Transition has been triggered, ViaCell shall have the right no more than [**] to request a reasonable number of samples of the Collaboration Product for the sole purpose of auditing the quality of any such Collaboration Product to determine whether such Collaboration Products meet the Quality Standard. Should ViaCell notify Amgen that a Collaboration Product identified by any of the ViaCell Trademarks fails materials must be retained to comply with the Quality Standard in effect at applicable Laws or document retention notices issued by any governmental authority. Orexigen shall take all necessary actions to ensure that time, Amgen its Affiliates shall correct such defects in accordance with such reasonable notification from ViaCell within [**] of such notice. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission. (F) ViaCell shall have the right to audit and inspect, upon advance written notice and during regular business hours, Amgen's cease use of the Licensed Trademarks licensed hereunderat the end of the License Term, except as expressly authorized thereafter by Takeda in writing.