Common use of Trademark Licenses Clause in Contracts

Trademark Licenses. (a) In order to enable each Party to perform its obligations as set forth in Section 9.2 above, Biogen hereby grants to Elan a non-assignable, non-exclusive, royalty-free right and license to use the BIOGEN trademark as specified by Biogen and as modified by Biogen from time to time (the "BIOGEN trademark"), and Elan hereby grants to Biogen a non-assignable, non-exclusive, royalty-free right and license to use the ELAN trademark as specified by Elan and as modified by Elan from time to time (the "ELAN trademark") in the Territory solely in connection with the Licensed Product Promotional Materials and labeling for Licensed Products. (b) Elan hereby grants to Biogen a royalty-free, fully paid up, co-exclusive license to use the Antegren Trademark in the Territory for the Development, Promotion, and manufacturing and Commercialization activities provided for in this Agreement and each Party shall grant to each other a royalty-free, fully paid up, co-exclusive license to use the Product Trademarks in the Territory for the Development, Promotion, and Commercialization and manufacturing activities provided for in this Agreement. (c) The trademark licenses granted under this Section 9.3 shall be sublicensable to the extent and pursuant to the express terms and conditions permitted under Section 8.4 above. Unless otherwise agreed, each such sublicensee shall be subject to all of the obligations of the licensing or sublicensing Party. Furthermore, the licenses set forth in this Section 9.3 shall expire as to any terminating Party under Section 14.2 or breaching Party in the event of termination under Section 14.4 or non-purchasing Party under Section 14.1(b), 14.7, or 14.8, and any license rights under Section 9.3(b) shall become exclusive to the non-terminating or non-breaching Party or the purchasing Party, as the case may be, immediately upon termination of this Agreement; provided, however, each Party (to the extent permitted under this Agreement to sell Licensed Products after termination) shall thereafter have a reasonable period, not to exceed *** following such termination, within which to use the existing inventory of such Licensed Product Promotional Materials and labeling containing any trademarks of the other Party. Upon a termination pursuant to Section 14.2 or 14.4 below or a purchase under Sections 14.1(b), 14.7 or 14.8 below, the non-terminating Party or non-breaching Party or the purchasing Party, respectively, shall thereafter be relieved of its obligations to display the other Party's trademarks on such Licensed Product Promotional Materials and labeling printed following such termination or purchase and, upon the exhaustion of any existing inventory of Licensed Product promotional materials and labeling following such termination, the license granted to the non-terminating Party or non-breaching Party or the purchasing Party, as the case may be, under Section 9.3(a) shall terminate.

Trademark Licenses. (ai) In order During the Term and, if applicable, the Wind-Down Period, each party hereby grants to enable each Party to perform its obligations the other a nonexclusive, worldwide, royalty-free, non-transferable, non-sublicensable (except as set forth in Section 9.2 above, Biogen hereby grants to Elan a non-assignable, non-exclusive, royalty-free right and the last sentence of this subsection) license to use the BIOGEN marks of the other party listed below (the "Marks") only in accordance with the terms of this Agreement and to carry out the purposes of this Agreement, subject to prior review and approval by the other party and in compliance with the other party's trademark as specified by Biogen and as modified by Biogen policies in effect from time to time (including, but not limited to, trademark usage and cooperative advertising policies. The Marks are: Intuit Marks: Quicken.com, Quicken Brokerage and Quicken Siebert Marks: Xxxxxxx xnd design Notwithstanding the "BIOGEN trademark")foregoing, Siebert may suxxxxxxxe these rights, in whole or in part, to Pershxxx xxovided, that Pershing agrees in a writing, in form and Elan hereby grants substance reasonably acceptable to Biogen a non-assignableIntuit and to which Intuit is an express third party beneficiary, non-exclusive, royalty-free right and license to use comply with the ELAN trademark as specified by Elan and as modified by Elan from time to time (the "ELAN trademark"terms of this Section 6(c) in the Territory solely in connection with the Licensed Product Promotional Materials and labeling for Licensed Productsits use of Intuit's Marks. (bii) Elan hereby grants Each of Intuit and Siebert shall have the right to Biogen a royaltypre-freeapprove any use of any xx xxx Marks by the other party in any medium, fully paid upincluding, co-exclusive license to use the Antegren Trademark in the Territory for the Developmentwithout limitation, Promotionany press releases. Such approval shall not be unreasonably withheld, and manufacturing and Commercialization activities provided for in this Agreement and each Party shall grant to each other a royalty-free, fully paid up, co-exclusive license to use the Product Trademarks in the Territory for the Development, Promotion, and Commercialization and manufacturing activities provided for in this Agreement. (c) The trademark licenses granted under this Section 9.3 delayed or conditioned. Such approval shall be sublicensable to accomplished by notifying the extent and pursuant to the express terms and conditions permitted under Section 8.4 above. Unless otherwise agreed, each such sublicensee shall be subject to all owner of the obligations Marks in writing of the licensing or sublicensing Partyintended use. Furthermore, The owner of the licenses set forth in this Section 9.3 Marks shall expire as have five (5) Business Days from its receipt of such notice to any terminating Party under Section 14.2 or breaching Party in the event of termination under Section 14.4 or non-purchasing Party under Section 14.1(b), 14.7, or 14.8, and any license rights under Section 9.3(b) shall become exclusive to the non-terminating or non-breaching Party or the purchasing Party, as the case may be, immediately upon termination of this Agreementmake comments and/or approve such use; provided, however, each Party that in the case of (A) a press release that can be made more than thirty-six (36) hours, but is required to be made less than five (5) Business Days, after the party seeking approval becomes aware of the facts requiring disclosure or (B) an earnings press release, the owner of the Marks shall have thirty-six (36) hours from its receipt of such notice to make comments and/or approve such use; provided, further, that in the case of a press release that is required to be made less than thirty-six (36) hours after the party seeking approval becomes aware of the facts requiring disclosure, the party seeking approval shall to the extent permitted under this Agreement practicable seek the input of the owner of the Marks as to sell Licensed Products after terminationsuch use. In the case of the five (5) shall thereafter have Business Day and thirty-six (36) hour approval periods, if the owner of the Marks does not provide such a reasonable response within such period, not it shall be deemed to exceed *** following such termination, within which to have approved the use. Any use the existing inventory of such Licensed Product Promotional Materials and labeling containing any trademarks by one party of the other Party. Upon a termination pursuant party's Marks shall inure to Section 14.2 or 14.4 below or a purchase under Sections 14.1(b), 14.7 or 14.8 below, the non-terminating Party or non-breaching Party or the purchasing Party, respectively, shall thereafter be relieved benefit of its obligations to display the other Party's trademarks on such Licensed Product Promotional Materials and labeling printed following such termination or purchase and, upon the exhaustion of any existing inventory of Licensed Product promotional materials and labeling following such termination, the license granted to the non-terminating Party or non-breaching Party or the purchasing Party, party as the case may be, under Section 9.3(a) shall terminatetrademark owner.

Trademark Licenses. (a) In order During the term of this Agreement, and subject to enable each Party to perform its obligations as set forth in Section 9.2 abovethe terms and conditions of this Agreement, Biogen NetSpeak hereby grants to Elan ACT a personal, non-assignabletransferable, non-exclusive, royalty-free worldwide right and license to to: (a) use and reproduce the BIOGEN trademark as specified by Biogen NetSpeak Marks, either alone or co-branded with any ACT Marks, solely in connection with the sale and as modified by Biogen from time to time distribution of the Integrated Product; and (b) use, reproduce, display the "BIOGEN trademark")NetSpeak Marks publicly in connection with demonstration, promotion and advertisement of the Integrated Product. Similarly, during the Term of this Agreement, and Elan subject to the terms and conditions of this Agreement, ACT hereby grants to Biogen NetSpeak a personal, non-assignabletransferable, non-exclusive, royalty-free worldwide right and license to to: (c) use and reproduce the ELAN trademark as specified by Elan and as modified by Elan from time to time (the "ELAN trademark") in the Territory ACT Marks, either alone or co-branded with any NetSpeak Marks, solely in connection with the Licensed Product Promotional Materials sale and labeling for Licensed Products.distribution of the Integrated Product; and (d) use, reproduce, display the ACT Marks publicly in connection with demonstration, promotion and advertisement of the Integrated Product. ACT acknowledges that NetSpeak is the owner of the NetSpeak Marks, whether or not registered. Similarly, NetSpeak acknowledges that ACT is the owner of the ACT Marks, whether or not registered. Each party agrees that it has no power or right and shall not during the term of this Agreement: (bi) Elan hereby grants attack the title or right of the other party in the other party's mark; (ii) claim any right, title or interest in or to Biogen the other party's mark adverse to the xxxer party; (iii) register or apply for registration of the other party's mark or any name or xxxk that incorporaxxx or is confusingly similar to the other party's mark anywhere in thx xxrld without the other party's express written consent; and (iv) designate any name or mark that incorporaxxx the other party's mark as a royalty-freecommon lax xxademark or the like anywhere in the world without the other party's express written consent. Further, fully paid up, co-exclusive license each party agrees to the use the Antegren Trademark in the Territory for the Development, Promotion, and manufacturing and Commercialization activities provided for in this Agreement and each Party shall grant to each other a royalty-free, fully paid up, co-exclusive license to use the Product Trademarks in the Territory for the Development, Promotion, and Commercialization and manufacturing activities provided for in this Agreement. (c) The trademark licenses granted under this Section 9.3 shall be sublicensable to the extent and pursuant to the express terms and conditions permitted under Section 8.4 above. Unless otherwise agreed, each such sublicensee shall be subject to all marks of the obligations of other party in accordance with the licensing or sublicensing Party. Furthermore, the licenses guidelines set forth in this Section 9.3 shall expire as to any terminating Party under Section 14.2 or breaching Party in the event of termination under Section 14.4 or non-purchasing Party under Section 14.1(b), 14.7, or 14.8, and any license rights under Section 9.3(b) shall become exclusive to the non-terminating or non-breaching Party or the purchasing Party, as the case may be, immediately upon termination of this Agreement; provided, however, each Party (to the extent permitted under this Agreement to sell Licensed Products after termination) shall thereafter have a reasonable period, not to exceed *** following such termination, within which to use the existing inventory of such Licensed Product Promotional Materials and labeling containing any trademarks of the other Party. Upon a termination pursuant to Section 14.2 or 14.4 below or a purchase under Sections 14.1(b), 14.7 or 14.8 below, the non-terminating Party or non-breaching Party or the purchasing Party, respectively, shall thereafter be relieved of its obligations to display the other Party's trademarks on such Licensed Product Promotional Materials and labeling printed following such termination or purchase and, upon the exhaustion of any existing inventory of Licensed Product promotional materials and labeling following such termination, the license granted to the non-terminating Party or non-breaching Party or the purchasing Party, as the case may be, under Section 9.3(a) shall terminateSchedule F hereto.

Trademark Licenses. (a) In order The Note Agent consents to enable each Party the granting by the Borrower to perform its obligations as set forth in Section 9.2 above, Biogen hereby grants to Elan the Credit Agent of a non-assignable, non-exclusive, royalty-free right and nonexclusive license to use each Trademark of the BIOGEN trademark as specified by Biogen Borrower to enable them to manufacture and as modified by Biogen from time to time (sell the "BIOGEN trademark"), Bank Collateral. Such license and Elan hereby grants to Biogen a nonsuch right shall be world-assignable, non-exclusive, royalty-free right wide and license to use the ELAN trademark as specified by Elan and as modified by Elan from time to time (the "ELAN trademark") in the Territory solely in connection with the Licensed Product Promotional Materials and labeling for Licensed Products.royalty free. The Credit Agent (b) Elan hereby grants The Credit Agent acknowledges that, to Biogen a royalty-freethe extent that the Note Agent shall have the right to use or license the Trademarks, fully paid up, co-exclusive the Note Agent shall have the right to grant nonexclusive licenses and sublicenses in the Trademarks and the Trademark Licenses to Persons other than the Credit Agent notwithstanding the grant of the license to use the Antegren Trademark in the Territory for the Development, Promotion, and manufacturing and Commercialization activities provided for in this Agreement and each Party shall grant to each other a royalty-free, fully paid up, co-exclusive license to use the Product Trademarks in the Territory for the Development, Promotion, and Commercialization and manufacturing activities provided for in this AgreementCredit Agent contemplated by Section 3.12(a). (c) The trademark Credit Agent shall not have any right to assign, convey, transfer or grant licenses granted under and sublicenses in the Trademarks and the Trademark Licenses to any other Person, other than, subject to the limitations of this Section 9.3 3.12, in connection with the uses permitted by Section 3.12(a) above to any Person acquiring Inventory from the Credit Agent in connection with the exercise by the Credit Agent of its rights as a secured creditor of the Borrower with respect to such Inventory, and any purported assignment, conveyance, transfer or grant (except as expressly permitted herein) shall be sublicensable void. (d) Notwithstanding anything to the contrary set forth in this Agreement, in the event that the trademark license granted to the Credit Agent referred to in Section 3.12(a) above, does not for any reason (including, without limitation, by reason of the occurrence of any bankruptcy, insolvency or other similar event with respect to the Borrower) confer on the Credit Agent the rights and benefits contemplated thereby, then the security interest of the Credit Agent in the Trademarks shall be pari passu with the security interest of the Note Agent, solely to the extent and pursuant necessary to confer on the Credit Agent the use of the Trademarks as contemplated by such trademark license. Notwithstanding anything in the immediately preceding sentence to the express contrary, in the -26- 27 case of any Disposition of any of the Trademarks, any Proceeds of such Disposition shall constitute Senior Note Collateral and otherwise be distributed and applied as Senior Note Collateral in accordance with the terms and conditions permitted under Section 8.4 aboveof this Agreement. Unless otherwise agreedThe rights of the Note Agent to take Remedial Action with respect to such Trademarks shall not be affected by such security interest, each but any conveyance by the Note Agent of such sublicensee Trademarks or any interest therein shall be subject to all the Credit Agent's security interest, but only to the extent of the obligations of the licensing or sublicensing Party. Furthermore, the licenses set forth such security interest as provided in this Section 9.3 shall expire as to any terminating Party under Section 14.2 or breaching Party in the event of termination under Section 14.4 or non-purchasing Party under Section 14.1(b3.12(d), 14.7, or 14.8, and any license rights under Section 9.3(b) shall become exclusive to the non-terminating or non-breaching Party or the purchasing Party, as the case may be, immediately upon termination of this Agreement; provided, however, each Party (to the extent permitted under this Agreement to sell Licensed Products after termination) shall thereafter have a reasonable period, not to exceed *** following such termination, within which to use the existing inventory of such Licensed Product Promotional Materials and labeling containing any trademarks of the other Party. Upon a termination pursuant to Section 14.2 or 14.4 below or a purchase under Sections 14.1(b), 14.7 or 14.8 below, the non-terminating Party or non-breaching Party or the purchasing Party, respectively, shall thereafter be relieved of its obligations to display the other Party's trademarks on such Licensed Product Promotional Materials and labeling printed following such termination or purchase and, upon the exhaustion of any existing inventory of Licensed Product promotional materials and labeling following such termination, the license granted to the non-terminating Party or non-breaching Party or the purchasing Party, as the case may be, under Section 9.3(a) shall terminate.