Common use of Trademark Licenses Clause in Contracts

Trademark Licenses. (a) Paracelsian hereby grants to Biosense, and Biosense hereby accepts, an exclusive, royalty-free license to use the Trademarks in the Territory in connection with the distribution and sublicensing of the Products and the Documentation, including the marketing thereof in accordance with the terms of this Agreement. (b) Paracelsian and Biosense agree that Biosense may affix its own trademarks to the Products and Documentation in addition to Paracelsian's Trademarks, provided however that Biosense shall not omit or remove Paracelsian's Trademarks. The parties may agree otherwise. (c) Paracelsian agrees that Biosense shall own all rights in any trademarks that Biosense coins and affixes to the Products and the Documentation. Paracelsian further agrees that Paracelsian shall not, during or at any time after the expiration or termination of this Agreement, in any way question or dispute Biosense's rights in such trademarks. (d) Biosense recognizes the substantial goodwill associated with the Trademarks and acknowledges that such goodwill belongs exclusively to Paracelsian. Any and all uses of the Trademarks by Biosense shall inure solely to the benefit of Paracelsian, and Biosense shall not contest the validity of the Trademarks, nor shall Biosense claim any ownership interest therein. (e) Unless Biosense obtains written consent from Paracelsian, Biosense will not use any Trademark outside the Territory or on or in association with any product other than the Products, and Biosense will not sell or dispose of any Products bearing or associated with any Trademark with a view to their being resold or distributed outside the Territory. Notwithstanding the foregoing, Biosense may have Products bearing or associated with any Trademark manufactured outside of the Territory for distribution and sale solely within the Territory. (f) Biosense may use the Trademarks only in the forms agreed to by the parties. Each Trademark will be registered in the name of Paracelsian, and Biosense will execute such documents and take such other action as may be necessary to register the Trademarks in the name of Paracelsian in association with the Products. Until Paracelsian notifies Biosense that a Trademark has been registered with respect to the Products, Biosense will use the notation "TM" in association with the Products. After a Trademark is registered with respect to the Products, Biosense will use the notation "R" in association with the Trademark. Biosense covenants and warrants that all Products and the manufacture, production, marketing, promotion, advertising and sale of the Products will comply with all applicable laws, rules and regulations in the Territory. (g) Biosense will maintain high standards of quality with respect to all Products bearing or associated with any Trademark, including, without limitation, the quality of the materials utilized in their manufacture and the quality of the promotions and advertisement for the Products. The types of materials and styles and designs will be determined by Biosense. The other provisions of this Section 2.2 will not release or relieve Biosense from its obligations under this subdivision. (h) Biosense shall use its best efforts to commercialize and promote the Products in the Territory. Paracelsian shall use reasonable efforts to support Biosense's marketing efforts. (i) Paracelsian may, on reasonable notice, at any time during Biosense's normal business hours, inspect the premises of Biosense to determine compliance with the provisions of this Section 2.2. (j) Neither Biosense nor Paracelsian will use any trademark belonging to the other party on any promotion, packaging, or advertisement unless the other party has approved the use of its trademark(s). Neither party shall unreasonably withhold or delay its approval under this subdivision (j), and if the trademark owner does not notify the requesting party in writing of its disapproval and the reason therefore within ten (10) days after receiving a submission, the trademark owner will be deemed to have given its approval as to that submission.

Trademark Licenses. (a) Paracelsian 2.7.1 Kite hereby grants to Biosense, DS an exclusive (even as to Kite and Biosense hereby accepts, an exclusive, royalty-free its Affiliates) license to use the Product Trademarks in the Territory and Kite Housemarks solely in connection with the distribution and sublicensing DS’s exercise of the Products and the Documentationlicense granted to it pursuant to Section 2.1 above, including the marketing thereof limited right to sublicense to Sublicensees as provided for in accordance such license (the “Trademark License”). DS will use (a) the Product Trademarks solely in the manner specified in this Agreement in connection with the terms of this Agreement. Licensed Products and not for any other goods or services, and (b) Paracelsian the Kite Housemarks on the Licensed Products only in the form and Biosense agree manner as reasonably prescribed in writing to DS in advance from time to time by Kite (provided, however, that Biosense DS shall have a reasonable period of time to modify any of its promotional, marketing, regulatory, or other practices, including in light of Applicable Laws, or cease use of the Product Trademarks and Kite Housemarks, as may affix its own trademarks be reasonably necessary to comply with any such form and manner prescriptions or any changes thereto). Without limiting the foregoing, any use by DS of a Product Trademark for a Licensed Product should be accompanied, if reasonably possible (e.g. space perspective), by a trademark notice that states that such Licensed Product Trademark is a trademark (or a registered trademark, if applicable) of Kite. Any use by DS of the Product Trademarks and Kite Housemarks, and Kite’s maintenance of the Product Trademarks and Kite Housemarks, shall be in compliance with all Applicable Laws, including those relating to the Products licensing of trademarks, in the Territory. DS and Documentation in addition Kite agree to Paracelsian's Trademarkspromptly correct any failure to comply with this Section 2.7.1. For the avoidance of doubt, provided however that Biosense DS shall not omit have no responsibility or remove Paracelsian's Trademarks. The parties may agree otherwiseobligation for (and Kite shall be solely responsible for) the filing, maintenance, registration, prosecution, and enforcement of the Product Trademarks and Kite Housemark, which shall be at Kite’s sole cost and expense. (c) Paracelsian 2.7.2 DS acknowledges Kite’s ownership of all right, title, and interest in and to the Product Trademarks and Kite Housemark, and agrees that Biosense shall own it will do nothing inconsistent with such ownership, that all rights in any trademarks that Biosense coins use of the Product Trademarks and affixes Kite Housemark by DS will inure to the Products benefit of and the Documentation. Paracelsian further agrees be on behalf of Kite, and that Paracelsian shall not, during or at any time after the expiration or termination of this Agreement, in any way question or dispute Biosense's rights in such trademarks. (d) Biosense recognizes the substantial goodwill associated with the Trademarks use of any Product Trademark and acknowledges that such goodwill belongs exclusively to Paracelsian. Any and all uses of the Trademarks Kite Housemark by Biosense shall DS will inure solely to the benefit of ParacelsianKite. DS agrees that nothing in this Agreement will give DS any right, title, or interest in the Product Trademarks and Biosense shall not contest the validity of the Trademarks, nor shall Biosense claim any ownership interest therein. (e) Unless Biosense obtains written consent from Paracelsian, Biosense will not use any Trademark outside the Territory or on or in association with any product Kite Housemarks other than the Productsright to use the Product Trademarks and Kite Housemarks in accordance with this Agreement. Anything in this Agreement to the contrary notwithstanding, if by virtue of DS’s use of the Product Trademarks and Kite Housemarks, DS acquires any equity, title, or other rights in or to the Product Trademarks and Kite Housemarks, DS hereby agrees all such equity, title, or other rights in or to the Product Trademark and Kite Housemark belong to Kite upon creation of the value, and Biosense will DS agrees to and hereby does assign and transfer any such Product Trademark or Kite Housemark rights to Kite. DS agrees not sell to use (a) any trademark or dispose of trade name that is confusingly similar to any Products bearing Product Trademark or associated Kite Housemark or (b) file any application to register any trademark or trade name that is identical or confusingly similar to any Product Trademark or Kite Housemark. 2.7.3 Kite agrees to register itself, or to cooperate with any Trademark with a view DS to their being resold or distributed outside register, the Territory. Notwithstanding the foregoing, Biosense may have Products bearing or associated with any Trademark manufactured outside exclusive license of the Territory for distribution and sale solely within the Territory. (f) Biosense may use the Trademarks only Product Trademark granted under Section 2.7.1 to DS in the forms agreed to by the parties. Each Trademark will be registered Territory as a “Senyou Shiyouken” in the name of Paracelsian, and Biosense will execute such documents and take such other action as may be necessary to register the Trademarks in the name of Paracelsian in association accordance with the Products. Until Paracelsian notifies Biosense that a Trademark has been registered with respect to the Products, Biosense will use the notation "TM" in association with the Products. After a Trademark is registered with respect to the Products, Biosense will use the notation "R" in association with the Trademark. Biosense covenants and warrants that all Products and the manufacture, production, marketing, promotion, advertising and sale Article 30 of the Products will comply with all applicable lawsJapanese Trademark Law of 1959, rules and regulations in the Territory. (g) Biosense will maintain high standards of quality with respect to all Products bearing or associated with any Trademark, including, without limitation, the quality of the materials utilized in their manufacture and the quality of the promotions and advertisement for the Products. The types of materials and styles and designs will be determined by Biosense. The other provisions of this Section 2.2 will not release or relieve Biosense from its obligations under this subdivision. (h) Biosense shall use its best efforts to commercialize and promote the Products in the Territory. Paracelsian shall use reasonable efforts to support Biosense's marketing efforts. (i) Paracelsian may, on reasonable noticeJapan, at any time during Biosense's normal business hours, inspect the premises of Biosense to determine compliance with the provisions of this Section 2.2DS’s request and expense. (j) Neither Biosense nor Paracelsian will use any trademark belonging to the other party on any promotion, packaging, or advertisement unless the other party has approved the use of its trademark(s). Neither party shall unreasonably withhold or delay its approval under this subdivision (j), and if the trademark owner does not notify the requesting party in writing of its disapproval and the reason therefore within ten (10) days after receiving a submission, the trademark owner will be deemed to have given its approval as to that submission.

Trademark Licenses. (a) Paracelsian a. Lycos hereby grants during the Term to Biosense, and Biosense hereby accepts, an Insurion a non-exclusive, royalty-free free, non-transferable license to reproduce, display and publish Lycos' trademarks, tradenames, service marks, logos and the like that may be delivered by Lycos to Insurion solely for the purposes specified in this Agreement (the "Lycos Marks"). Any use the Trademarks in the Territory in connection with the distribution and sublicensing of the Products and the DocumentationLycos Marks by Insurion must comply with reasonable usage guidelines communicated by Lycos to Insurion from time to time. Nothing contained in this Agreement will give Insurion any right, including the marketing thereof title or interest in accordance with the terms of this Agreement. (b) Paracelsian and Biosense agree that Biosense may affix its own trademarks or to the Products Lycos Marks or the goodwill associated therewith, except the limited usage rights expressly provided above. Insurion acknowledges and Documentation in addition to Paracelsian's Trademarks, provided however that Biosense shall not omit or remove Paracelsian's Trademarks. The parties may agree otherwise. (c) Paracelsian agrees that Biosense shall own as between Lycos and Insurion, Lycos is the sole owner of all rights in any trademarks that Biosense coins and affixes to the Products Lycos Marks. b. Insurion hereby grants Lycos during the Term a non-exclusive, royalty-free, non-transferable license to reproduce, display and publish Insurion's trademarks, tradenames, service marks, logos and the Documentationlike that may be delivered by Insurion to Lycos solely for the purposes specified in this Agreement (the "Insurion Marks"). Paracelsian further Any use of the Insurion Marks by Lycos must comply with reasonable usage guidelines communicated by Insurion to Lycos from time to time. Nothing contained in this Agreement will give Lycos any right, title or interest in or to the Insurion Marks or the goodwill associated therewith, except the limited usage rights expressly provided above. Lycos acknowledges and agrees that Paracelsian shall notas between Insurion and Lycos, during or at any time after Insurion is the expiration or termination sole owner of this Agreement, in any way question or dispute Biosense's all rights in such trademarks. (d) Biosense recognizes the substantial goodwill associated with the Trademarks and acknowledges that such goodwill belongs exclusively to Paracelsian. Any and all uses of the Trademarks by Biosense shall inure solely to the benefit of Paracelsian, and Biosense shall not contest the validity of the Trademarks, nor shall Biosense claim any ownership interest thereinInsurion Marks. (e) Unless Biosense obtains written consent from Paracelsian, Biosense will not use any Trademark outside the Territory or on or in association with any product other than the Products, and Biosense will not sell or dispose of any Products bearing or associated with any Trademark with a view to their being resold or distributed outside the Territory. Notwithstanding the foregoing, Biosense may have Products bearing or associated with any Trademark manufactured outside of the Territory for distribution and sale solely within the Territory. (f) Biosense may use the Trademarks only in the forms agreed to by the parties. Each Trademark will be registered in the name of Paracelsian, and Biosense will execute such documents and take such other action as may be necessary to register the Trademarks in the name of Paracelsian in association with the Products. Until Paracelsian notifies Biosense that a Trademark has been registered with respect to the Products, Biosense will use the notation "TM" in association with the Products. After a Trademark is registered with respect to the Products, Biosense will use the notation "R" in association with the Trademark. Biosense covenants and warrants that all Products and the manufacture, production, marketing, promotion, advertising and sale of the Products will comply with all applicable laws, rules and regulations in the Territory. (g) Biosense will maintain high standards of quality with respect to all Products bearing or associated with any Trademark, including, without limitation, the quality of the materials utilized in their manufacture and the quality of the promotions and advertisement for the Products. The types of materials and styles and designs will be determined by Biosense. The other provisions of this Section 2.2 will not release or relieve Biosense from its obligations under this subdivision. (h) Biosense shall use its best efforts to commercialize and promote the Products in the Territory. Paracelsian shall use reasonable efforts to support Biosense's marketing efforts. (i) Paracelsian may, on reasonable notice, at any time during Biosense's normal business hours, inspect the premises of Biosense to determine compliance with the provisions of this Section 2.2. (j) Neither Biosense nor Paracelsian will use any trademark belonging to the other party on any promotion, packaging, or advertisement unless the other party has approved the use of its trademark(s). Neither party shall unreasonably withhold or delay its approval under this subdivision (j), and if the trademark owner does not notify the requesting party in writing of its disapproval and the reason therefore within ten (10) days after receiving a submission, the trademark owner will be deemed to have given its approval as to that submission.

Trademark Licenses. (a) Paracelsian hereby grants to BiosenseKubota, and Biosense Kubota hereby accepts, an exclusive, royalty-free license to use the Trademarks in the Territory in connection with the distribution and sublicensing of the Products and the Documentation, including the marketing thereof in accordance with the terms of this Agreement. (b) Paracelsian and Biosense Kubota agree that Biosense Kubota may affix its own trademarks to the Products and Documentation in addition to Paracelsian's Trademarks, provided however that Biosense Kubota shall not omit or remove Paracelsian's Trademarks. The parties may agree otherwiseIn addition, all Products shall contain the following conspicuous marks, in both Japanese and English: FOR USE IN JAPAN ONLY Licensed Under Patent No.s ________, __________________, and _______________. (c) Paracelsian agrees that Biosense Kubota shall own all rights in any trademarks that Biosense Kubota coins and affixes to the Products and the Documentation. Paracelsian further agrees that Paracelsian shall not, during or at any time after the expiration or termination of this Agreement, in any way question or dispute BiosenseKubota's rights in such trademarks. (d) Biosense Kubota recognizes the substantial goodwill associated with the Trademarks and acknowledges that such goodwill good will belongs exclusively to Paracelsian. Any and all uses of the Trademarks by Biosense Kubota shall inure solely to the benefit of Paracelsian, and Biosense Kubota shall not contest the validity of the Trademarks, nor shall Biosense Kubota claim any ownership interest therein. (e) Unless Biosense obtains written consent from Paracelsian, Biosense Kubota will not use any Trademark outside the Territory or on or in association with any product other than the Products, and Biosense Kubota will not sell or dispose of any Products bearing or associated with any Trademark with a view to their being resold or distributed outside the Territory. Notwithstanding the foregoing, Biosense Kubota may have Products bearing or associated with any Trademark manufactured outside of the Territory for distribution and sale solely within the Territory. (f) Biosense Kubota may use the Trademarks only in the forms agreed to by the parties. and formats displayed on EXHIBIT C. Each Trademark will be registered in the name of Paracelsian, and Biosense Kubota will execute such documents and take such other action as may be necessary to register the Trademarks in the name of Paracelsian in association with the Products. Until Paracelsian notifies Biosense Kubota that a Trademark has been registered with respect to the Products, Biosense Kubota will use the notation "TM" in association with the Products. After a Trademark is registered with respect to the Products, Biosense Kubota will use the notation "R" in association with the Trademark. Biosense Kubota covenants and warrants that all Products and the manufacture, production, marketing, promotion, advertising and sale of the Products. Products will comply with all applicable laws, rules and regulations in the Territory. (g) Biosense Kubota will maintain high standards of quality with respect to all Products bearing or associated with any Trademark, including, without limitation, the quality of the materials utilized in their manufacture and the quality of the promotions and advertisement for the Products. The types of materials and styles and designs will be determined by BiosenseKubota. The other provisions of this Section 2.2 will not release or relieve Biosense Kubota from its obligations under this subdivision. (h) Biosense Kubota shall use its best efforts to commercialize and promote the Products in the Territory. Paracelsian shall use reasonable efforts to support BiosenseKubota's marketing efforts, which shall include providing Paracelsian personnel to assist with Kubota's marketing efforts. Kubota shall pay the travel and living expenses of Paracelsian personnel provided to assist with Kubota's marketing efforts. (i) Paracelsian may, on reasonable notice, at any time during BiosenseKubota's normal business hours, inspect the premises of Biosense Kubota to determine compliance with the provisions of this Section 2.2. (j) Neither Biosense Kubota nor Paracelsian will use any trademark belonging to the other party on any promotion, packaging, or advertisement unless the other party has approved the use of its trademark(s). Neither party shall unreasonably withhold or delay its approval under this subdivision (j), and if the trademark owner does not notify the requesting party in writing of its disapproval and the reason therefore therefor within ten (10) days after receiving a submission, the trademark owner will be deemed to have given its approval as to that submission.

Trademark Licenses. (a) Paracelsian 2.13.1 Aquinox hereby grants to Biosense, and Biosense hereby accepts, Astellas an exclusive, royalty-free exclusive (even as to Aquinox) license to use the Trademarks in the Territory Aquinox Housemarks solely in connection with the distribution and sublicensing Astellas’ exercise of the Products and the Documentationlicense granted to it pursuant to Section 2.1.1 above, including the marketing thereof limited right to sublicense to Sublicensees as set forth in accordance Section 2.2. Astellas will use the Aquinox Housemarks (a) solely in the manner specified in this Agreement in connection with the terms of this Agreement. Products and not for any other goods or services, and (b) Paracelsian only in the form and Biosense agree manner as reasonably prescribed in writing to Astellas in advance from time to time by Aquinox (provided, however, that Biosense Astellas shall have a reasonable period of time to modify any of its promotional, marketing, regulatory, or other practices, including in light of Applicable Laws, as may affix its own trademarks be reasonably necessary to comply with any such form and manner prescriptions or any changes thereto). Without limiting the foregoing, any use by Astellas of a Aquinox Housemark for a Product should be accompanied by a trademark notice that states that such Aquinox Housemark is a trademark (or a registered trademark, if applicable) of Aquinox. Any use by Astellas of the Aquinox Housemarks, and Aquinox’s maintenance of the Aquinox Housemarks, shall be in compliance with all Applicable Laws, including those relating to the Products licensing of trademarks, in the Licensed Territory. Astellas and Documentation in addition Aquinox agree to Paracelsian's Trademarkspromptly correct any failure to comply with this Section 2.13.1. For the avoidance of doubt, provided however that Biosense Astellas shall not omit have no responsibility or remove Paracelsian's Trademarks. The parties may agree otherwiseobligation for (and Aquinox shall be solely responsible for) the filing, maintenance, registration, prosecution, and enforcement of the Aquinox Housemarks, which shall be at Aquinox’s sole cost and expense. (c) Paracelsian 2.13.2 Astellas acknowledges Aquinox’s ownership of all right, title, and interest in and to the Aquinox Housemarks, and agrees that Biosense shall own it will do nothing inconsistent with such ownership, that all rights in any trademarks that Biosense coins and affixes use of the Aquinox Housemarks by Astellas will inure to the Products benefit of and the Documentation. Paracelsian further agrees be on behalf of Aquinox, and that Paracelsian shall not, during or at any time after the expiration or termination of this Agreement, in any way question or dispute Biosense's rights in such trademarks. (d) Biosense recognizes the substantial goodwill associated with the Trademarks and acknowledges that such goodwill belongs exclusively to Paracelsian. Any and all uses use of the Trademarks any Aquinox Housemark by Biosense shall Astellas will inure solely to the benefit of ParacelsianAquinox. Astellas agrees that nothing in this Agreement will give Astellas any right, and Biosense shall not contest title, or interest in the validity of the Trademarks, nor shall Biosense claim any ownership interest therein. (e) Unless Biosense obtains written consent from Paracelsian, Biosense will not use any Trademark outside the Territory or on or in association with any product Aquinox Housemarks other than the Productsright to use the Aquinox Housemarks in accordance with this Agreement. Anything in this Agreement to the contrary notwithstanding, if by virtue of Astellas’ use of the Aquinox Housemarks, Astellas acquires any equity, title, or other rights in or to the Aquinox Housemarks, Astellas hereby agrees all such equity, title, or other rights in or to the Aquinox Housemark belong to Aquinox upon creation of the value, and Biosense will Astellas agrees to and hereby does assign and transfer any such Aquinox Housemark rights to Aquinox. Astellas agrees not sell to use or dispose of file any Products bearing or associated with any Trademark with a view to their being resold or distributed outside the Territory. Notwithstanding the foregoing, Biosense may have Products bearing or associated with any Trademark manufactured outside of the Territory for distribution and sale solely within the Territory. (f) Biosense may use the Trademarks only in the forms agreed to by the parties. Each Trademark will be registered in the name of Paracelsian, and Biosense will execute such documents and take such other action as may be necessary application to register the Trademarks in the name of Paracelsian in association with the Products. Until Paracelsian notifies Biosense that a Trademark has been registered with respect to the Products, Biosense will use the notation "TM" in association with the Products. After a Trademark is registered with respect to the Products, Biosense will use the notation "R" in association with the Trademark. Biosense covenants and warrants that all Products and the manufacture, production, marketing, promotion, advertising and sale of the Products will comply with all applicable laws, rules and regulations in the Territory. (g) Biosense will maintain high standards of quality with respect to all Products bearing or associated with any Trademark, including, without limitation, the quality of the materials utilized in their manufacture and the quality of the promotions and advertisement for the Products. The types of materials and styles and designs will be determined by Biosense. The other provisions of this Section 2.2 will not release or relieve Biosense from its obligations under this subdivision. (h) Biosense shall use its best efforts to commercialize and promote the Products in the Territory. Paracelsian shall use reasonable efforts to support Biosense's marketing efforts. (i) Paracelsian may, on reasonable notice, at any time during Biosense's normal business hours, inspect the premises of Biosense to determine compliance with the provisions of this Section 2.2. (j) Neither Biosense nor Paracelsian will use any trademark belonging or trade name that is confusingly similar to the other party on any promotionAquinox Housemark. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, packagingMARKED BY BRACKETS, or advertisement unless the other party has approved the use of its trademark(s)IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Neither party shall unreasonably withhold or delay its approval under this subdivision (j), and if the trademark owner does not notify the requesting party in writing of its disapproval and the reason therefore within ten (10) days after receiving a submission, the trademark owner will be deemed to have given its approval as to that submission.EXECUTION VERSION

Trademark Licenses. 2.9.1 Versartis US and Versartis GmbH, jointly and severally, grant to Teijin an exclusive (aeven as to Versartis) Paracelsian hereby grants to Biosense, and Biosense hereby accepts, an exclusive, royalty-free license to use the Product Trademarks in the Territory and Versartis Housemarks solely in connection with the distribution and sublicensing Teijin’s exercise of the Products and the Documentationlicense granted to it pursuant to Section 2.1 above, including the marketing thereof limited right to sublicense to Sublicensees as provided for in accordance such license (the “Trademark License”). Teijin will use the Product Trademarks and Versartis Housemarks (a) solely in the manner specified in this Agreement in connection with the terms of this Agreement. Licensed Products and not for any other goods or services, and (b) Paracelsian only in the form and Biosense agree manner as reasonably prescribed in writing to Teijin in advance from time to time by Versartis (provided, however, that Biosense Teijin shall have a reasonable period of time to modify any of its promotional, marketing, regulatory, or other practices, including in light of Applicable Laws, or cease use of the Product Trademarks and Versartis Housemarks, as may affix its own trademarks be reasonably necessary to comply with any such form and manner prescriptions or any changes thereto). Without limiting the foregoing, any use by Teijin of a Product Trademark and Versartis Housemark for a Licensed Product should be accompanied by a trademark notice that states that such Product Trademark or Versartis Housemark is a trademark (or a registered trademark, if applicable) of Versartis, Inc. Any use by Teijin of the Product Trademarks and Versartis Housemarks, and Versartis’ maintenance of the Product Trademarks and Versartis Housemarks, shall be in compliance with all Applicable Laws, including those relating to the Products licensing of trademarks, in the Territory. Teijin and Documentation Versartis agree to promptly correct any failure to comply with this Section 2.9.1. For the avoidance of doubt, Teijin shall have no responsibility or obligation for (and Versartis shall be solely responsible for) the filing, maintenance, registration, prosecution, and enforcement of the Product Trademarks and Versartis Housemark, which shall be at Versartis’ sole cost and expense. [ * ] = Certain confidential information contained in addition this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Paracelsian's TrademarksRule 24b-2 of the Securities Exchange Act of 1934, provided however that Biosense shall not omit or remove Paracelsian's Trademarks. The parties may agree otherwiseas amended. (c) Paracelsian 2.9.2 Teijin acknowledges Versartis’ ownership of all right, title, and interest in and to the Product Trademarks and Versartis Housemark, and agrees that Biosense shall own it will do nothing inconsistent with such ownership, that all rights in any trademarks that Biosense coins use of the Product Trademarks and affixes Versartis Housemark by Teijin will inure to the Products benefit of and the Documentation. Paracelsian further agrees be on behalf of Versartis, and that Paracelsian shall not, during or at any time after the expiration or termination of this Agreement, in any way question or dispute Biosense's rights in such trademarks. (d) Biosense recognizes the substantial goodwill associated with the Trademarks and acknowledges that such goodwill belongs exclusively to Paracelsian. Any and all uses use of the Trademarks any Product Trademark by Biosense shall Teijin will inure solely to the benefit of ParacelsianVersartis. Teijin agrees that nothing in this Agreement will give Teijin any right, title, or interest in the Product Trademarks and Biosense shall not contest the validity of the Trademarks, nor shall Biosense claim any ownership interest therein. (e) Unless Biosense obtains written consent from Paracelsian, Biosense will not use any Trademark outside the Territory or on or in association with any product Versartis Housemarks other than the Productsright to use the Product Trademarks and Versartis Housemarks in accordance with this Agreement. Anything in this Agreement to the contrary notwithstanding, if by virtue of Teijin’s use of the Product Trademarks and Versartis Housemarks, Teijin acquires any equity, title, or other rights in or to the Product Trademarks and Versartis Housemarks, Teijin hereby agrees all such equity, title, or other rights in or to the Product Trademark and Versartis Housemark belong to Versartis upon creation of the value, and Biosense will Teijin agrees to and hereby does assign and transfer any such Product Trademark or Versartis Housemark rights to Versartis. Teijin agrees not sell to use or dispose of file any Products bearing or associated with any Trademark with a view to their being resold or distributed outside the Territory. Notwithstanding the foregoing, Biosense may have Products bearing or associated with any Trademark manufactured outside of the Territory for distribution and sale solely within the Territory. (f) Biosense may use the Trademarks only in the forms agreed to by the parties. Each Trademark will be registered in the name of Paracelsian, and Biosense will execute such documents and take such other action as may be necessary application to register the Trademarks in the name of Paracelsian in association with the Products. Until Paracelsian notifies Biosense that a Trademark has been registered with respect to the Products, Biosense will use the notation "TM" in association with the Products. After a Trademark is registered with respect to the Products, Biosense will use the notation "R" in association with the Trademark. Biosense covenants and warrants that all Products and the manufacture, production, marketing, promotion, advertising and sale of the Products will comply with all applicable laws, rules and regulations in the Territory. (g) Biosense will maintain high standards of quality with respect to all Products bearing or associated with any Trademark, including, without limitation, the quality of the materials utilized in their manufacture and the quality of the promotions and advertisement for the Products. The types of materials and styles and designs will be determined by Biosense. The other provisions of this Section 2.2 will not release or relieve Biosense from its obligations under this subdivision. (h) Biosense shall use its best efforts to commercialize and promote the Products in the Territory. Paracelsian shall use reasonable efforts to support Biosense's marketing efforts. (i) Paracelsian may, on reasonable notice, at any time during Biosense's normal business hours, inspect the premises of Biosense to determine compliance with the provisions of this Section 2.2. (j) Neither Biosense nor Paracelsian will use any trademark belonging or trade name that is confusingly similar to the other party on any promotion, packaging, Product Trademark or advertisement unless the other party has approved the use of its trademark(s). Neither party shall unreasonably withhold or delay its approval under this subdivision (j), and if the trademark owner does not notify the requesting party in writing of its disapproval and the reason therefore within ten (10) days after receiving a submission, the trademark owner will be deemed to have given its approval as to that submissionVersartis Housemark.