Common use of Trademark License Clause in Contracts

Trademark License. Subject to School System’s performance of all the provisions of this Agreement, AVID Center hereby grants to School System during the Term a non-exclusive, non- transferable, indivisible license, without the right to sublicense, to use the AVID® trademarks (collectively “AVID Trademarks”), (a) only as they are incorporated in the AVID Materials, and (b) only on advertising flyers and written promotional materials created by School System or the AVID Member School Sites listed in Attachment A in order to promote and implement AVID at those Member School Sites. School System agrees that it will use its best efforts to use the AVID Trademarks in a professional manner in order to preserve and enhance AVID Center’s substantial goodwill associated with the AVID Trademarks. School System agrees that it or its individual school sites will not use any of the AVID Trademarks as a corporate or business entity name, as a fictitious business name or as a trade name, and will not use any name in such capacity that is confusingly similar to the AVID Trademarks. School System further acknowledges and agrees that it and its AVID Member School Sites cannot modify or otherwise alter any of the AVID Trademarks or use any other designs or logos in conjunction with its use of the AVID Trademarks. School System cannot use the AVID Trademarks for any educational or other program other than to implement AVID at the Member School Sites listed in Attachment A consistent with the above license. School System and its AVID Member School Sites will always use the proprietary symbol ® immediately adjacent to the respective AVID Trademarks as noted above with respect to their use of the AVID Trademarks. If School System or its Member School Sites desire to use or place the AVID Trademarks on any products, things, or other merchandising items in order to promote AVID, it must first seek and obtain permission from AVID Center by completing AVID Center’s Request to Use AVID Center Trademark Form and complying with any of AVID Center’s conditions for approval. Any such additional uses of the AVID Trademarks approved by AVID Center shall also be subject to the terms of this license and the other provisions of this Article IV.

Appears in 2 contracts

Samples: Avid Implementation Agreement, Avid Implementation Agreement

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Trademark License. Subject to School SystemClient’s performance of all the provisions of this Agreement, AVID Center hereby grants to School System Client during the Term a non-exclusive, non- transferable, indivisible license, without the right to sublicense, to use the AVID® AVID trademarks (collectively “AVID Trademarks”), (a) only as they are incorporated in the AVID Materials, and (b) only on advertising flyers and written promotional materials created by School System Client or the AVID Member School Sites listed in Attachment A Quote(s) in order to promote and implement AVID at those AVID Member School Sites. School System Client agrees that it will use its best efforts to use the AVID Trademarks in a professional manner in order to preserve and enhance AVID Center’s substantial goodwill associated with the AVID Trademarks. School System Client agrees that it or its individual school sites AVID Member Sites will not use any of the AVID Trademarks as a corporate or business entity name, as a fictitious business name or as a trade name, and will not use any name in such capacity that is confusingly similar to the AVID Trademarks. School System Client further acknowledges and agrees that it and its AVID Member School Sites cannot modify or otherwise alter any of the AVID Trademarks or use any other designs or logos in conjunction with its use of the AVID Trademarks. School System Client cannot use the AVID Trademarks for any educational or other program other than to implement AVID at the Member School Sites listed in Attachment A Quote(s) consistent with the above license. School System Client and its AVID Member School Sites will always use the proprietary symbol ® immediately adjacent to the respective AVID Trademarks as noted above with respect to their use of the AVID Trademarks. If School System Client or its Member School Sites desire to use or place the AVID Trademarks on any products, things, or other merchandising items in order to promote AVID, it must first seek and obtain permission from AVID Center by completing AVID Center’s Request to Use AVID Center Trademark Form and complying with any of AVID Center’s conditions for approval. Any such additional uses of the AVID Trademarks approved by AVID Center shall also be subject to the terms of this license and the other provisions of this Article IVIII.

Appears in 2 contracts

Samples: Avid Center Agreement, Non Competitive Sales and Service Agreement

Trademark License. Subject to School System’s performance of all the provisions of this Agreement, AVID Center hereby grants to School System during the Term a non-exclusive, non- transferable, indivisible license, without the right to sublicense, to use the AVID® and AVID® ® trademarks (collectively “AVID Trademarks”), (a) only as they are incorporated in the AVID Materials, and (b) only on advertising flyers and written promotional materials created by School System or the AVID Member School Sites individual school sites listed in Attachment A in order to promote and implement AVID at those Member School Sites. the specific school sites listed in Attachment A. School System agrees that it will use its best efforts to use the AVID Trademarks in a professional manner in order to preserve and enhance AVID Center’s substantial goodwill associated with the AVID Trademarks. School System agrees that it or its individual school sites will not use any of the AVID Trademarks as a corporate or business entity name, as a fictitious business name or as a trade name, and will not use any name in such capacity that is confusingly similar to the AVID Trademarks. School System further acknowledges and agrees that it and its AVID Member School Sites individual school sites cannot modify or otherwise alter any of the AVID Trademarks or use any other designs or logos in conjunction with its use of the AVID Trademarks. School System cannot use the AVID Trademarks for any educational or other program other than to implement AVID at the Member School Sites school sites listed in Attachment A consistent with the above license. School System and its AVID Member School Sites individual school sites will always use the proprietary symbol ® immediately adjacent to the respective AVID Trademarks as noted above with respect to their use of the AVID Trademarks. If School System or its Member School Sites individual school sites desire to use or place the AVID Trademarks on any products, things, things or other merchandising items in order to promote AVID, it must first seek and obtain permission from AVID Center by completing AVID Center’s Request to Use AVID Center Trademark Form and complying with any of AVID Center’s conditions for approval. Any such additional uses of the AVID Trademarks approved by AVID Center shall also be subject to the terms of this license and the other provisions of this Article IV.

Appears in 1 contract

Samples: Avid Implementation Agreement

Trademark License. Subject You acknowledge that our rights to School System’s performance use "GE" and the GE monogram logo (“GE Licensed Marks”) are governed by the terms and conditions set forth in a trademark license agreement (“TLA”) between us and the General Electric Company (“GEC”) and subject to the limitations thereof. You also acknowledge that our right and ownership of the “GE Current, a Daintree Company” trade name and the goodwill associated therewith. You agree that you will not in any manner use such words, logos, trade names or any other of our or GEC's trademarks, or any imitation or variant thereof, including the use of such as a part of your trade name, company or firm name, nor will you grant such use to any subsidiary or affiliate or to customers of, or dealers appointed by, you. You agree to comply at all times with the provisions rules and regulations furnished to you by us with respect to the use of such trade names and trademarks. You shall express and identify properly your non-exclusive "Authorized Distributor" relationship with us for the Product(s). You shall not publish, cause to be published, encourage or approve any advertising or practice which might mislead or deceive the public or might be detrimental to the good name, trademarks, good will or reputation of us or our products. You agree to discontinue any advertising or practice deemed by us to have such effect. You further agree to furnish to us for approval a copy of your advertising materials that incorporate any of the GE Licensed Marks or our trademarks and trade names prior to your first use of such materials. If we request changes to previously approved materials, you shall promptly make such changes and shall be allowed to continue to distribute such materials then existing in inventory for no longer than three (3) months. Upon the termination of this Agreement, AVID Center hereby grants you shall discontinue all use of trademarks and trade names of ours, and shall not thereafter use any name, title or expression in connection with any business in which you may thereafter be engaged which, in our sole judgment, so nearly resembles any trademark or trade name or part thereof, owned by us, as may be likely to School System during lead to confusion or uncertainty on the Term part of the public. You agree that GEC shall be a nonthird-exclusive, non- transferable, indivisible license, without party beneficiary of our right to enforce any restriction with respect to the use of the Licensed Marks. GEC shall have the right to sublicense, directly enforce such rights against you and to use the AVID® trademarks (collectively “AVID Trademarks”), (a) only as they are incorporated in the AVID Materials, perform its own audits and (b) only on advertising flyers and written promotional materials created by School System or the AVID Member School Sites listed in Attachment A in order inspections to promote and implement AVID at those Member School Sites. School System agrees that it will use its best efforts to use the AVID Trademarks in a professional manner in order to preserve and enhance AVID Center’s substantial goodwill associated with the AVID Trademarks. School System agrees that it or its individual school sites will not use any of the AVID Trademarks as a corporate or business entity name, as a fictitious business name or as a trade name, and will not use any name in such capacity that is confusingly similar to the AVID Trademarks. School System further acknowledges and agrees that it and its AVID Member School Sites cannot modify or otherwise alter any of the AVID Trademarks or use any other designs or logos in conjunction with its use of the AVID Trademarks. School System cannot use the AVID Trademarks for any educational or other program other than to implement AVID at the Member School Sites listed in Attachment A consistent with the above license. School System and its AVID Member School Sites will always use the proprietary symbol ® immediately adjacent to the respective AVID Trademarks as noted above with respect to their use of the AVID Trademarks. If School System or its Member School Sites desire to use or place the AVID Trademarks on any products, things, or other merchandising items in order to promote AVID, it must first seek and obtain permission from AVID Center by completing AVID Center’s Request to Use AVID Center Trademark Form and complying with any of AVID Center’s conditions for approval. Any such additional uses of the AVID Trademarks approved by AVID Center shall also be subject to the terms of this license and the other provisions of this Article IVdetermine compliance.

Appears in 1 contract

Samples: General Terms and Conditions

Trademark License. Subject to School System’s performance of all the provisions of this Agreement, AVID Center 3.1 LICENSOR hereby grants to School System during LICENSEE a world-wide nonexclusive license to the Term use of the Trademarks in association with the sale or marketing of Products, subject to the provision that each Trademark will only be used in conjunction with the sale or marketing of a non-exclusiveProduct for which it is associated as set forth in Appendix A. 3.2 LICENSEE understands that the exercise of this trademark license is optional, non- transferable, indivisible license, without the right to sublicense, to and LICENSEE need not use the AVID® trademarks (collectively “AVID Trademarks in association with the Products. 3.3 LICENSEE acknowledges that LICENSOR is the owner of the Trademarks”), (a) only as they are incorporated in the AVID Materials, and (b) only on advertising flyers and written promotional materials created by School System or the AVID Member School Sites listed in Attachment A in order to promote and implement AVID at those Member School Sites. School System agrees that it will do nothing inconsistent with such ownership and that all use its best efforts to use the AVID Trademarks in a professional manner in order to preserve and enhance AVID Center’s substantial goodwill associated with the AVID Trademarks. School System agrees that it or its individual school sites will not use any of the AVID Trademarks as a corporate or business entity name, as a fictitious business name or as a trade name, by LICENSEE shall inure to the benefit of and will be on behalf of LICENSOR. LICENSEE agrees not use to adopt any name in such capacity trademark that is confusingly similar to the AVID Trademarks. School System LICENSEE also agrees that nothing in this agreement shall give LICENSEE any right, title or interest in the Trademarks other than the right to use the Trademarks in accordance with this agreement. LICENSEE further acknowledges and agrees that it and will not attack LICENSOR's title to the Trademarks. 3.4 LICENSEE agrees to obtain LICENSOR's approval of its AVID Member School Sites cannot modify or otherwise alter any manner of the AVID Trademarks or use any other designs or logos in conjunction with its using a Trademark prior to LICENSEE's use of the AVID TrademarksTrademark. School System canAt LICENSOR's request, LICENSEE agrees to submit: a graphic sample of the use of a Trademark on a Product or on any labeling or packaging associated with the Product. LICENSEE agrees that it will not distribute or sell any Products bearing the Trademarks prior to such approval. LICENSEE further agrees not to use the AVID Trademarks for any educational in combination with other marks without prior written approval of LICENSOR. 3.5 LICENSEE warrants that all Products distributed or other program other than to implement AVID at sold under the Member School Sites listed Trademarks, and all advertising, promotional or display material on which such Trademarks appear, conform, in Attachment A consistent with the above license. School System and its AVID Member School Sites will always use the proprietary symbol ® immediately adjacent all respects, to the respective AVID samples approved by LICENSOR, and that it will not distribute or sell any Products that are of an inferior quality to the approved samples or any other products distributed or sold by LICENSEE. LICENSEE also warrants that the form and manner in which the Trademarks as noted above appear on any Products and advertising, promotional or display material conform, in all respects, to the samples approved by LICENSOR. LICENSEE further agrees to comply with respect all applicable laws and regulations and obtain all appropriate government approvals pertaining to their use the sale, distribution, and advertising of the AVID Products under the Trademarks. If School System or its Member School Sites desire to use or place the AVID Trademarks on any products, things, or other merchandising items in order to promote AVID, it must first seek and obtain permission from AVID Center by completing AVID Center’s Request to Use AVID Center Trademark Form and complying with any of AVID Center’s conditions for approval. Any such additional uses of the AVID Trademarks approved by AVID Center shall also be subject to the terms of this license and the other provisions of this Article IV.

Appears in 1 contract

Samples: Technology License Agreement

Trademark License. Subject to School System’s performance of all the provisions terms and conditions of this Agreement, AVID Center each Trademark Owner hereby grants to School System the other Operating Party (the “Trademark User”) during the Term (a) a non-exclusivefully paid up, non- transferableroyalty free, indivisible license, without the exclusive right to sublicense, and license to use the AVID® trademarks (collectively “AVID Trademarks”), (a) only as they are incorporated Product Trademarks of such Trademark Owner to Commercialize Products in the AVID MaterialsTerritory which is exclusive to the Trademark User as provided in this Agreement, and (b) only on advertising flyers a fully paid up, royalty free, co-exclusive right and written promotional materials created license (together with the Trademark Owner) to use the Product Trademarks to Commercialize Products in the Co-Exclusive Territory, all in accordance with applicable laws and regulations and the applicable Commercialization Plan, and subject to the following limitations: (i) The Trademark User acknowledges that the Trademark Owner is and shall remain the owner of the Product Trademarks owned by School System or such Trademark Owner and that all use of such Product Trademarks by the AVID Member School Sites listed in Attachment A in order Trademark User shall inure to promote and implement AVID at those Member School Sites. School System the benefit of the Trademark Owner. (ii) The Trademark User agrees that it will use its best efforts such Product Trademark in connection with the relevant Products manufactured by or for GTC or LFB Biotech, as the case may be, pursuant to, or as permitted by, this Agreement and for no other purpose, and shall agree to comply with such reasonable quality assurance provisions of the Trademark Owner as the Trademark Owner may reasonably specify in writing to ensure that the quality of any Product manufactured by or on behalf of GTC or LFB Biotech, as the case may be, remains, in all material respects, at least as high as that of Product manufactured by the Trademark Owner. (iii) The Trademark User agrees to use the AVID Product Trademarks in a professional manner in order to preserve and enhance AVID Center’s substantial goodwill associated with the AVID Trademarks. School System agrees that it or its individual school sites will not use any of the AVID Trademarks as a corporate or business entity name, as a fictitious business name or as a trade nameTrademark Owner only in the form and manner, and with appropriate proprietary markings, reasonably prescribed in writing from time to time by the Trademark Owner. The Trademark Owner will not use any name in deliver such capacity that is confusingly similar initial requirements with respect to the AVID Trademarks. School System further acknowledges form and agrees that it and its AVID Member School Sites cannot modify or otherwise alter any manner of Product Trademarks use to the Trademark user prior to launch of the AVID Trademarks or applicable Product. The Trademark User agrees not to use any other designs trademark in combination with the relevant Product Trademark or logos in conjunction connection with its use the relevant Product without prior written approval of the AVID TrademarksTrademark Owner, which approval will not be unreasonably withheld. (iv) The Trademark User agrees, during the term of this Agreement and thereafter, not to seek to register the Product Trademarks of the Trademark Owner or any confusingly similar trademark in any country or region. School System cannot use The Trademark User may sublicense the AVID Trademarks for any educational or other program other than rights granted under this Section 3.7 to implement AVID at the Member School Sites listed in Attachment A consistent a Third Party engaged by such Trademark User to Commercialize Products with the above license. School System and its AVID Member School Sites will always use the proprietary symbol ® immediately adjacent to the respective AVID Trademarks as noted above with respect to their use approval of the AVID Trademarks. If School System or its Member School Sites desire to use or place the AVID Trademarks on any products, things, or other merchandising items JSC in order to promote AVID, it must first seek and obtain permission from AVID Center by completing AVID Center’s Request to Use AVID Center Trademark Form and complying accordance with any Section 3.6 solely for purposes of AVID Center’s conditions for approval. Any such additional uses of the AVID Trademarks approved by AVID Center shall also be subject to the terms of this license and the other provisions of this Article IVCommercialization.

Appears in 1 contract

Samples: Joint Development and Commercialization Agreement (GTC Biotherapeutics Inc)

Trademark License. Subject to School System’s performance of all the provisions of this Agreement, AVID Center hereby grants to School System during the Term a non-exclusive, non- transferable, indivisible license, without the right to sublicense, to use the AVID® and AVID® trademarks (collectively “AVID Trademarks”), (a) only as they are incorporated in the AVID Materials, and (b) only on advertising flyers and written promotional materials created by School System or the AVID Member School Sites individual school sites listed in Attachment A in order to promote and implement AVID at those Member School Sites. the specific school sites listed in Attachment A. School System agrees that it will use its best efforts to use the AVID Trademarks in a professional manner in order to preserve and enhance AVID Center’s substantial goodwill associated with the AVID Trademarks. School System agrees that it or its individual school sites will not use any of the AVID Trademarks as a corporate or business entity name, as a fictitious business name or as a trade name, and will not use any name in such capacity that is confusingly similar to the AVID Trademarks. School System further acknowledges and agrees that it and its AVID Member School Sites individual school sites cannot modify or otherwise alter any of the AVID Trademarks or use any other designs or logos in conjunction with its use of the AVID Trademarks. School System cannot use the AVID Trademarks for any educational or other program other than to implement AVID at the Member School Sites school sites listed in Attachment A consistent with the above license. School System and its AVID Member School Sites individual school sites will always use the proprietary symbol ® immediately adjacent to the respective AVID Trademarks as noted above with respect to their use of the AVID Trademarks. If School System or its Member School Sites individual school sites desire to use or place the AVID Trademarks on any products, things, things or other merchandising items in order to promote AVID, it must first seek and obtain permission from AVID Center by completing AVID Center’s Request to Use AVID Center Trademark Form and complying with any of AVID Center’s conditions for approval. Any such additional uses of the AVID Trademarks approved by AVID Center shall also be subject to the terms of this license and the other provisions of this Article IV.

Appears in 1 contract

Samples: Avid Implementation Agreement

Trademark License. Subject Netscape and its channels of distribution may use at their discretion, and is granted during the term hereof a nontransferable, nonexclusive and restricted license (with a right to School System’s performance of sublicense to distribution channels ) the marks "ISOCOR" and "ISOCOR MetaConnect" (collectively, the "Marks") in all advertising, marketing, technical, packaging and other materials related to the provisions of Products for distribution under this Agreement. Netscape shall not use the Marks in any country in which their connotation is offensive and will consult with ISOCOR as to the foreign translation of the Marks so that ISOCOR can ensure uniformity of use. All use of the Marks shall inure to ISOCOR's benefit. Neither Netscape nor its distribution channels shall register any ISOCOR trademarks, AVID Center hereby grants or trademarks, trade names or domain names confusingly similar to School System during ISOCOR trademarks, trade names or domain names without ISOCOR's express prior written consent. Upon ISOCOR's request from time to time, Netscape shall provide ISOCOR with copies of any Products bearing the Term Marks. If Netscape uses the Marks in a non-exclusivemanner which jeopardizes ISOCOR's ownership of such logos or trademarks, non- transferableNetscape will use commercially reasonable efforts to promptly cease using the Marks in such manner, indivisible licensebut Netscape shall not be required to destroy or recall any Product. Netscape further agrees not to use any Marks on or in connection with any products or services that are or could be deemed by ISOCOR, without the right to sublicensein its reasonable judgment, to use the AVID® trademarks (collectively “AVID Trademarks”)be obscene, (a) only as they pornographic, disparaging of ISOCOR or of its products, or otherwise in poor taste, or that are incorporated themselves unlawful or whose purpose is to encourage unlawful activities by others. Netscape agrees not to obtain or attempt to obtain by any manner whatsoever any right, title or interest in the AVID Materials, and (b) only on advertising flyers and written promotional materials created by School System or the AVID Member School Sites listed in Attachment A in order to promote and implement AVID at those Member School Sites. School System agrees that it will use its best efforts to use the AVID Trademarks in a professional manner in order to preserve and enhance AVID Center’s substantial goodwill associated with the AVID Trademarks. School System agrees that it or its individual school sites will not use any of the AVID Trademarks as a corporate Marks or business entity name, as a fictitious business name or as a trade name, and will not use any name in such capacity that is confusingly similar to the AVID Trademarksmark. School System further acknowledges and agrees that it and its AVID Member School Sites cannot modify or otherwise alter any of the AVID Trademarks or use any other designs or logos in conjunction with its Xxy use of the AVID Trademarks. School System cannot use Marks beyond the AVID Trademarks for any educational or other program other than to implement AVID at the Member School Sites listed in Attachment A consistent with the above license. School System and its AVID Member School Sites will always use the proprietary symbol ® immediately adjacent to the respective AVID Trademarks as noted above with respect to their use of the AVID Trademarks. If School System or its Member School Sites desire to use or place the AVID Trademarks on any products, things, or other merchandising items in order to promote AVID, it must first seek and obtain permission from AVID Center by completing AVID Center’s Request to Use AVID Center Trademark Form and complying with any of AVID Center’s conditions for approval. Any such additional uses of the AVID Trademarks approved by AVID Center shall also be subject to the terms scope of this license Section 2.8 shall constitute infringement and the other provisions material breach. Netscape expressly agrees that any breach or threatened breach of this Article IVSection 2.8 may cause ISOCOR irreparable injury for which there may be no adequate remedy at law, and that in addition to any other remedies available, ISOCOR shall therefore be entitled to seek injunctive relief without the necessity of proving actual damages.

Appears in 1 contract

Samples: Software License Agreement (Isocor)

Trademark License. Subject to School System’s performance of all the provisions of this Agreement, AVID Center hereby grants to School System during the Term a non-exclusive, non- transferable, indivisible license, without the right to sublicense, to use the AVID® and AVID® ™ trademarks (collectively “AVID Trademarks”), (a) only as they are incorporated in the AVID Materials, and (b) only on advertising flyers and written promotional materials created by School System or the AVID Member School Sites individual school sites listed in Attachment A in order to promote and implement the AVID program at those Member School Sites. the specific school sites listed in Attachment A. School System agrees that it will use its best efforts to use the AVID Trademarks in a professional manner in order to preserve and enhance AVID Center’s substantial goodwill associated with the AVID Trademarks. School System agrees that it or its individual school sites will not use any of the AVID Trademarks as a corporate or business entity name, as a fictitious business name or as a trade name, and will not use any name in such capacity that is confusingly similar to the AVID Trademarks. School System further acknowledges and agrees that it and its AVID Member School Sites individual school sites cannot modify or otherwise alter any of the AVID Trademarks or use any other designs or logos in conjunction with its use of the AVID Trademarks. School System cannot use the AVID Trademarks for any educational or other program other than to implement the AVID program at the Member School Sites school sites listed in Attachment A consistent with the above license. School System and its AVID Member School Sites individual school sites will always use the proprietary symbol symbols ® or ™ immediately adjacent to the respective AVID Trademarks as noted above with respect to their use of the AVID Trademarks. If School System or its Member School Sites individual school sites desire to use or place the AVID Trademarks on any products, things, things or other merchandising items in order to promote AVIDthe AVID program, it must first seek and obtain permission from AVID Center by completing AVID Center’s Request to Use AVID Center Trademark Form and complying with any of AVID Center’s conditions for approval. Any such additional uses of the AVID Trademarks approved by AVID Center shall also be subject to the terms of this license and the other provisions of this Article IV.

Appears in 1 contract

Samples: Avid Implementation Agreement

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Trademark License. Subject (a) Celsion hereby grants BSC a fully paid up, royalty-free, sub-licensable license to School System’s performance use the Trademarks solely in connection with the marketing, distribution, import, export, use, offer to sell and sale of all the provisions Products in the Territory during the term of this Agreement. Celsion shall take such actions as are reasonably required to maintain the Trademarks in effect, AVID Center hereby grants and shall inform BSC of any changes in or additions to School System during the Term a non-exclusiveTrademarks. BSC acknowledges that Celsion is the owner of the Trademarks and agrees that BSC shall not at any time do, non- transferablecause to be done, indivisible licenseor permit any act or thing inconsistent with, without contesting or in any way impairing or tending to impair such ownership. BSC agrees that all use of the Trademarks by BSC shall inure to the benefit of and be on behalf of Celsion and that nothing in this Agreement shall give BSC any right, title or interest in the Trademarks other than the right to sublicense, to use the AVID® trademarks (collectively “AVID Trademarks”), (a) only as they are incorporated Trademarks in the AVID Materials, and (b) only on advertising flyers and written promotional materials created by School System or the AVID Member School Sites listed in Attachment A in order to promote and implement AVID at those Member School Sitesaccordance with this Agreement. School System BSC agrees that it will use its best efforts not challenge the title or ownership of Celsion to the Trademarks or attack or contest the validity of the Trademarks. (b) BSC shall not be obligated to use the AVID Trademarks in a professional manner in order to preserve and enhance AVID Center’s substantial goodwill associated connection with the AVID Trademarks. School System agrees marketing, distribution, import, export, use, offer to sell and sale of any Product; provided, however, that it or its individual school sites will if BSC does not use any of a Trademark, then Celsion shall have the AVID Trademarks as a corporate or business entity name, as a fictitious business right to approve the product name or as a trade name, and will not use any name in such capacity that is confusingly similar trademark(s) to be used with respect to the AVID TrademarksProducts, which approval shall not be unreasonably withheld or delayed. School System further acknowledges Without limiting the foregoing, BSC shall be entitled to use its own trademarks in connection with the marketing, distribution, import, export, use, offer to sell and agrees that it sale of Products. BSC shall provide to Celsion for review and comment copies of its AVID Member School Sites cannot modify or otherwise alter any of promotional and marketing materials prior to their public release and shall reasonably consider all comments made by Celsion regarding the AVID Trademarks or use any other designs or logos in conjunction with its use of the AVID Trademarks. School System cannot use Trademarks or the AVID Trademarks for any educational or other program other than BSC product name and trademark(s) to implement AVID at the Member School Sites listed in Attachment A consistent with the above license. School System and its AVID Member School Sites will always use the proprietary symbol ® immediately adjacent to the respective AVID Trademarks as noted above be used with respect to their the Products. (c) In the event that BSC requests Celsion to use any marks (not including the name "Boston Scientific Corporation", "BSC" or any marks related to such names or other marks used by BSC with respect to other products and/or services offered by BSC) solely and exclusively in connection with the promotion, marketing, sale or distribution of the AVID Trademarks. If School System or its Member School Sites desire to use or place Products (the AVID Trademarks on any products"Product Marks"), thingsCelsion shall comply with such request, or other merchandising items and such Product Marks shall be owned by Celsion and included in order to promote AVID, it must first seek the grant of license under Section 5.03(a) and obtain permission from AVID Center by completing AVID Center’s Request to Use AVID Center Trademark Form and complying with any of AVID Center’s conditions for approval. Any such additional uses of the AVID Trademarks approved by AVID Center shall also be subject to the terms of this license and the other provisions of this Article IV(b).

Appears in 1 contract

Samples: Distribution Agreement (Celsion Corp)

Trademark License. Subject to School System’s performance of all the provisions terms and conditions of this Agreement, AVID Center each Trademark Owner hereby grants to School System the other Party (the “Trademark User”) during the Term (a) a non-exclusivefully paid up, non- transferableroyalty free, indivisible license, without the exclusive right to sublicense, and license to use the AVID® trademarks (collectively “AVID Trademarks”), (a) only as they are incorporated Product Trademarks of such Trademark Owner to Commercialize Products in the AVID MaterialsTerritory which is exclusive to the Trademark User as provided in this Agreement, and (b) only on advertising flyers a fully paid up, royalty free, co-exclusive right and written promotional materials created license to use the Product Trademarks to Commercialize Products in the Co-Exclusive Territory, all in accordance with applicable laws and regulations and the applicable Commercialization Plan, and subject to the following limitations: (i) The Trademark User acknowledges that the Trademark Owner is and shall remain the owner of the Product Trademarks owned by School System or such Trademark Owner and that all use of such Product Trademarks by the AVID Member School Sites listed in Attachment A in order Trademark User shall inure to promote and implement AVID at those Member School Sites. School System the benefit of the Trademark Owner. (ii) The Trademark User agrees that it will use its best efforts such Product Trademark in connection with the relevant Products manufactured by or for GTC or LFB Biotech, as the case may be, pursuant to, or as permitted by, this Agreement and for no other purpose, and shall agree to comply with such reasonable quality assurance provisions of the Trademark Owner as the Trademark Owner may reasonably specify in writing to ensure that the quality of any Product manufactured by or on behalf of GTC or LFB Biotech, as the case may be, remains, in all material respects, at least as high as that of Product manufactured by the Trademark Owner. (iii) The Trademark User agrees to use the AVID Product Trademarks in a professional manner in order to preserve and enhance AVID Center’s substantial goodwill associated with the AVID Trademarks. School System agrees that it or its individual school sites will not use any of the AVID Trademarks as a corporate or business entity name, as a fictitious business name or as a trade nameTrademark Owner only in the form and manner, and with appropriate proprietary markings, reasonably prescribed in writing from time to time by the Trademark Owner. The Trademark Owner will not use any name in deliver such capacity that is confusingly similar initial requirements with respect to the AVID Trademarks. School System further acknowledges form and agrees that it and its AVID Member School Sites cannot modify or otherwise alter any manner of Product Trademarks use to the Trademark user prior to launch of the AVID Trademarks or applicable Product. The Trademark User agrees not to use any other designs trademark in combination with the relevant Product Trademark or logos in conjunction connection with its use the relevant Product without prior written approval of the AVID TrademarksTrademark Owner, which approval will not be unreasonably withheld. (iv) The Trademark User agrees, during the term of this Agreement and thereafter, not to seek to register the Product Trademarks of the Trademark Owner or any confusingly similar trademark in any country or region. School System cannot use The Trademark User may sublicense the AVID Trademarks for any educational or other program other than rights granted under this Section 3.4 to implement AVID at the Member School Sites listed in Attachment A consistent a Third Party engaged by such Party to Commercialize Products with the above license. School System and its AVID Member School Sites will always use the proprietary symbol ® immediately adjacent to the respective AVID Trademarks as noted above with respect to their use approval of the AVID Trademarks. If School System or its Member School Sites desire to use or place the AVID Trademarks on any products, things, or other merchandising items JSC in order to promote AVID, it must first seek and obtain permission from AVID Center by completing AVID Center’s Request to Use AVID Center Trademark Form and complying accordance with any Section 3.5 solely for purposes of AVID Center’s conditions for approval. Any such additional uses of the AVID Trademarks approved by AVID Center shall also be subject to the terms of this license and the other provisions of this Article IVCommercialization.

Appears in 1 contract

Samples: Joint Development and Commercialization Agreement (GTC Biotherapeutics Inc)

Trademark License. Subject to School System’s performance of all the provisions of this Agreement, AVID Center King hereby grants to School System during the Term Arrow and its Affiliates a non-exclusive, non- transferable, indivisible license, without the royalty-free right to sublicense, and license to use the AVID® trademarks trademark Altace(R) (collectively “AVID Trademarks”), (athe "Xxxx") only as they are incorporated in the AVID Materialsform set forth on Schedule B, solely for purposes of providing the FDA with sample labeling and a proposed product insert for the [***] as part of the Amended Ramipril Application, and (b) only on advertising flyers to the extent necessary to enable Arrow, its Affiliates, or Third Parties qualified by Arrow or any of its Affiliates in accordance with Section 4.1 of the Product Supply Agreement, to manufacture [***] for King and written promotional King's Affiliates pursuant to the terms and conditions of the Product Supply Agreement. Arrow and its Affiliates will submit any materials created by School System containing the Xxxx to Xxxx for Xxxx'x review and approval. Arrow and its Affiliates will comply with King's quality control standards, review procedures and requirements regarding use of the Xxxx. Neither Arrow nor any Affiliate thereof will take any action to register or otherwise interfere with PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. King's interest in the AVID Member School Sites listed in Attachment A in order to promote and implement AVID at those Member School Sites. School System agrees that it Xxxx, nor will use its best efforts to use the AVID Trademarks in a professional manner in order to preserve and enhance AVID Center’s substantial goodwill associated with the AVID Trademarks. School System agrees that it Arrow or its individual school sites will not any Affiliate thereof adopt or otherwise use any of the AVID Trademarks as a corporate trademark, tradename, service xxxx, logo or business entity name, as a fictitious business name or as a trade name, and will not use any name in such capacity symbol that is confusingly similar to or likely to be confused with the AVID TrademarksXxxx. School System further acknowledges and agrees that it and Any goodwill generated through the use by Arrow or its AVID Member School Sites cannot modify or otherwise alter any Affiliates of the AVID Trademarks or use any other designs or logos in conjunction with its use Xxxx will inure to the benefit of King. The foregoing license right shall not include the AVID Trademarks. School System cannot right to use the AVID Trademarks Xxxx for any educational or other program other than to implement AVID at the Member School Sites listed in Attachment A consistent with the above license. School System and its AVID Member School Sites will always use the proprietary symbol ® immediately adjacent purposes of selling [***], except to the respective AVID Trademarks as noted above with respect extent necessary to their use of the AVID Trademarks. If School System enable Arrow or its Member School Sites desire Affiliates to use or place the AVID Trademarks on any products, things, or other merchandising items in order to promote AVID, it must first seek manufacture [***] for King and obtain permission from AVID Center by completing AVID Center’s Request to Use AVID Center Trademark Form and complying with any of AVID Center’s conditions for approval. Any such additional uses of the AVID Trademarks approved by AVID Center shall also be subject King's Affiliates pursuant to the terms and conditions of the Product Supply Agreement, or for any other purposes whatsoever not specifically enumerated in this license Agreement. Arrow and its Affiliates acknowledge King's sole ownership of the other provisions Xxxx and all goodwill associated therewith. Nothing in this Agreement or that might otherwise be implied by law shall operate to grant Arrow or any Affiliate thereof any right, title, or interest in or to the Xxxx. Arrow and its Affiliates hereby assign to King any and all rights it may acquire by operation of this Article IVlaw or otherwise in the Xxxx, including, without limitation, any goodwill associated therewith.

Appears in 1 contract

Samples: Application License Agreement (King Pharmaceuticals Inc)

Trademark License. Subject Seller recognizes the need to School System’s performance allow Buyer, during the pendency of the transfer of Xxxxx Products registrations contemplated by this Agreement, to use certain trademarks of Seller as are currently included on labels of Xxxxx Products, including: BOEHRINGER INGELHEIM, BOEHRINGER INGELHEIM VETMEDICA, INC. and related trademark designs ("BI Trademarks"). Seller hereby grants to Buyer, subject to and in compliance with all the provisions other terms and conditions of this Agreement, AVID Center hereby grants to School System during the Term a non-exclusive, non- transferable, indivisible license, without the right to sublicense, exclusive license to use the AVID® trademarks BI Trademarks for a period of one year following the Closing solely in connection with (collectively “AVID Trademarks”), (ai) only as they are incorporated in printing labels that conform to the AVID MaterialsEPA registrations for Xxxxx Products, and (bii) only on advertising flyers and written promotional materials created by School System or affixing such labels to Xxxxx Products that conform to the AVID Member School Sites listed EPA registrations therefor. Upon reasonable request of Buyer, Seller will extend the term of the license granted under this Section 7.9 in Attachment A in order up to promote and implement AVID two successive six-month increments with respect to Xxxxx Products for which the EPA has not transferred registration at those Member School Sitesthe time of such request. School System Buyer agrees that it will do nothing inconsistent with Seller's ownership of the BI Trademarks, and that all use its best efforts of the BI Trademarks and all goodwill developed therefrom shall inure to the benefit of and be on behalf of Seller. Buyer agrees that nothing in this clause shall give Buyer any right, title, or interest in the BI Trademarks other than the right to use the AVID BI Trademarks in a professional manner in order to preserve and enhance AVID Center’s substantial goodwill associated accordance with the AVID Trademarksthis Section 7.9. School System Buyer agrees that it or its individual school sites will not use any attack the title of the AVID Trademarks as a corporate or business entity name, as a fictitious business name or as a trade name, and will not use any name in such capacity that is confusingly similar Seller to the AVID Trademarks. School System further acknowledges and agrees that it and its AVID Member School Sites cannot modify or otherwise alter any of the AVID BI Trademarks or use attack the validity of this clause. Buyer is prohibited from entering into any sublicenses of its rights under this Section 7.9 to any other designs or logos in conjunction with its use third party without the consent of the AVID TrademarksSeller, which consent shall not be unreasonably withheld. School System cannot use the AVID Trademarks for any educational or other program other than to implement AVID at the Member School Sites listed in Attachment A consistent with the above license. School System and its AVID Member School Sites will always use the proprietary symbol ® immediately adjacent Seller hereby consents to the respective AVID Trademarks as noted above with respect sublicense by Buyer of any and all of Buyer's rights under this Section 7.9 to their use of the AVID TrademarksPM Resources. If School System or its Member School Sites desire to use or place the AVID Trademarks on any products, things, or other merchandising items in order to promote AVID, it must first seek and obtain permission from AVID Center by completing AVID Center’s Request to Use AVID Center Trademark Form and complying with any of AVID Center’s conditions for approval. Any such additional uses of the AVID Trademarks approved by AVID Center shall also be subject to the terms of this license and the other provisions of this Article IV.ARTICLE 8

Appears in 1 contract

Samples: Asset Purchase Agreement (KMG Chemicals Inc)

Trademark License. Subject to School System’s Client's performance of all the provisions of this Agreement, AVID Center hereby grants to School System Client during the Term a non-exclusive, non- non-transferable, indivisible license, without the right to sublicense, to use the AVID® AVID trademarks (collectively “AVID Trademarks”), (a) only as they are incorporated in the AVID Materials, and (b) only on advertising flyers and written promotional materials created by School System Client or the AVID Member School Sites listed in Attachment A Quote(s) in order to promote and implement AVID at those AVID Member School Sites. School System Client agrees that it will use its best efforts to use the AVID Trademarks in a professional manner in order to preserve and enhance AVID Center’s 's substantial goodwill associated with the AVID Trademarks. School System Client agrees that it or its individual school sites AVID Member Sites will not use any of the AVID Trademarks as a corporate or business entity name, as a fictitious business name or as a trade name, and will not use any name in such capacity that is confusingly similar to the AVID Trademarks. School System Client further acknowledges and agrees that it and its AVID Member School Sites cannot modify or otherwise alter any of the AVID Trademarks or use any other designs or logos in conjunction with its use of the AVID Trademarks. School System Client cannot use the AVID Trademarks for any educational or other program other than to implement AVID at the Member School Sites listed in Attachment A Quote(s) consistent with the above license. School System Client and its AVID Member School Sites will always use the proprietary symbol ® immediately adjacent to the respective AVID Trademarks as noted above with respect to their use of the AVID Trademarks. If School System Client or its Member School Sites desire to use or place the AVID Trademarks on any products, things, or other merchandising items in order to promote AVID, it must first seek and obtain permission from AVID Center by completing AVID Center’s 's Request to Use AVID Center Trademark Form and complying with any of AVID Center’s 's conditions for approval. Any such additional uses of the AVID Trademarks approved by AVID Center shall also be subject to the terms of this license and the other provisions of this Article IVIII.

Appears in 1 contract

Samples: Avid College Readiness System Services and Products Agreement

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