Trademark Provisions Sample Clauses

Trademark Provisions. (a) In the event that a pending application to register a Licensed Trademark is disallowed or should a Licensed Trademark come to be no longer registered to GW Pharma, GW Pharma shall provide Otsuka with prompt written notice thereof, Otsuka shall promptly cease using such Trademark and the Parties shall choose an alternative trademark for use with the Licensed Products, whereupon such alternative trademark shall be deemed included in the definition of Licensed Trademarks for purposes of this Agreement. (b) GW Pharma shall retain full and complete ownership and control of the Licensed Trademarks and the goodwill relating thereto during the License Term. Otsuka agrees that nothing contained in this Agreement shall vest or otherwise transfer, convey or give to Otsuka any right, title or interest in the Licensed Trademarks not expressly provided in this Agreement. Otsuka acknowledges and agrees that all use of the Licensed Trademarks by Otsuka, and its sublicensees, and all goodwill generated under this Agreement, shall inure to the sole legal benefit of the registered owner of the Licensed Trademarks and all rights derived, or that may be derived by Otsuka, and its sublicensees, from the use of the Licensed Trademarks hereby permitted within the Territory shall belong to such registered owner. (c) Otsuka and its sublicensees shall use the Licensed Trademarks in such form and manner as currently used by GW Pharma as of the Closing Date or in such other form and manner as may be approved in writing by GW Pharma from time to time during the term of the License Term. Otsuka shall notify GW Pharma in writing of any desired change in the form of the Licensed Trademarks and request GW Pharma’s approval thereof, submitting with its request specimens of the proposed change. GW Pharma will be deemed to have approved the changed form of the Licensed Trademark(s) unless it shall have rejected such changed form in writing within thirty (30) days of receipt of such request. GW Pharma shall consider in good xxxxx Xxxxxx’ suggestions regarding changes to the Licensed Trademarks and proposed additional Licensed Trademarks. If at any time the Parties should decide to use substitute trademarks or to establish other trademarks for use in connection with the Licensed Products, all such trademarks shall be owned by GW Pharma. Otsuka shall assign its interest, as it may exist, in any such trademarks to GW Pharma at no cost to GW Pharma. (d) Otsuka and its sublicensees shall not us...
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Trademark Provisions. Do not allow FTA partners to unreasonably interfere in the use of trademarks (e.g. through restrictions on the use of trademarks relative to the use of generic name of pharmaceuticals or agrochemical prod- ucts in marketing or on label). Provide means for customs authorities to assist trademark owners in preventing third parties from placing their goods on the market, without authorization.
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Trademark Provisions. LICENSEE acknowledges that any use by it of the Licensed Marks shall enure to the benefit of QUEEN'S;
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Trademark Provisions. Each of the Parties to the above license agreements agrees, as applicable, to the following: (i) each Party, which is a licensor above (each, a “Licensor”), owns and will continue to own all right, title and interest in and to the trademarks such Licensor is licensing, and all Parties agree that any goodwill in such Licensor’s trademarks that may arise in connection with this Agreement shall vest in such Licensor immediately upon its coming into existence; (ii) each of the Parties above, which is a licensee (each a “Licensee”), shall execute, at no charge or expense to the applicable Licensor, any documents necessary in the reasonable judgment of the Licensor to vest all rights described in clause (i) in the applicable Licensor; (iii) each Licensee agrees that, during the Term and after the expiration or termination of this Agreement, it will not directly or indirectly contest, or aid in contesting, the validity or ownership rights of the Licensor in its trademarks or take any action whatsoever in derogation of the property rights in such trademark; (iv) each Licensee agrees to observe all such requirements with respect to trademark notices, fictitious name registrations, and the display of the legal name or other identification of the trademark as the applicable Licensor may direct; and (v) each Licensee agrees that it will promptly inform the applicable Licensor of any action by third parties, which comes to its attention, which in any way infringes or is reasonably likely to infringe a Licensor’s rights, or impair the validity, scope or title of such Licensor, in its trademarks. NO PARTY SHALL TAKE ACTION AGAINST SUCH THIRD PARTIES WHICH IS NOT DIRECTED IN WRITING, OR APPROVED IN ADVANCE BY THE APPLICABLE LICENSOR.
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Trademark Provisions. LICENSEE acknowledges that any use by it of the Trademarks shall enure to the benefit of QUEEN'S;
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Trademark Provisions. 57 12.1 Trademark Registrations and Infringements...................... 57 12.1.1 Use of Trademark; Registration........................ 57 12.1.2 Other Marks........................................... 57 12.1.3 No Confusing Xxxx..................................... 57 12.1.4 No Other Grants....................................... 58 12.1.5 Review by Zonagen..................................... 58 12.1.6 Use of Tradename...................................... 58 12.2
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Trademark Provisions. Borrower hereby grants Lender and its representatives the right to visit Borrower’s offices, plants, and facilities to inspect products, materials, and quality control records relating to the Trademarks at reasonable times during regular business hours. Borrower shall do any and all acts requested by Lender to insure consistent standards of quality in the manufacture of products and in providing services sold under the Trademarks. Borrower authorizes Lender to modify this Security Agreement by amending the Schedule of Trademarks to include any future trademarks and trademark applications of Borrower. Borrower shall have the duty, through counsel acceptable to Lender, to prosecute diligently any trademark applications currently pending or hereafter filed, to make federal application on unregistered but registerable Trademarks, to file and prosecute opposition and cancellation proceedings, and to do any and all acts which are necessary or desirable to preserve and maintain all rights in the Trademarks, including, without limitation, filing declarations and renewals of registrations. Any expenses incurred in connection with such actions shall be paid by Borrower. Borrower shall not abandon any Trademark or application for registration of a Trademark without the written consent of Lender. So long as no event of default has occurred under this Security Agreement, Borrower shall have the right, with the written consent of Lender, to bring any opposition proceedings, cancellation proceedings, or lawsuit in its own name to protect or enforce the Trademarks, and to join Lender, if necessary, as a party to such suit so long as Lender is satisfied that such joinder will not subject Lender to any risk of liability. Borrower shall promptly, upon demand, reimburse and indemnify Lender for all damages, costs and expenses, including legal fees, incurred by Lender pursuant to this Section 8.
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Trademark Provisions. 10.1 SPI NV hereby acknowledges that the rights granted to ADIHBV pursuant to paragraph 8 of this Agreement include the right of ADIHBV to assign, license, and sublicense the Trademarks to AD Affiliates, and to the extent necessary to import, promote, market, sell and distribute the Vodka Products commercialized in the Territory under the Trademarks, the right to license and sublicense the rights granted hereby to subdistributors or resellers of the Brands in the Territory; provided, however, that any such assignment, licensing and sublicensing rights granted thereunder are subject to the provisions of this Agreement and shall terminate upon the termination of this Agreement. 10.2 ADIHBV acknowledges that the Trademarks and all indicia of manufacturing origin and quality and other intangible rights relating to the Brands, including without limitation, trade dress, copyrights, packaging and labels, have valuable goodwill in the Territory and that Vodka Products bearing the Trademarks and/or such indicia and intangible rights have a reputation of premium quality and high prestige. ADIHBV acknowledges SPI NV's reversionary interest in (i) the Trademarks, (ii) all indicia of manufacturing origin and quality of the Vodka Products commercialized hereunder, (iii) all intangible rights relating to the Vodka Products commercialized hereunder, and (iv) all of the goodwill attributable to the Trademarks, such intangible rights and such indicia of manufacturing origin and quality. ADIHBV acknowledges that, notwithstanding the assignments made or caused to be made by SPI NV pursuant to paragraph 8 of this Agreement, nothing in this Agreement conveys or assigns to ADIHBV ownership of any reversionary rights retained by SPI NV pursuant to this Agreement in connection with the right, title or interest in or to the Trademarks and the goodwill associated therewith, such indicia or other intangible rights thereto. 10.3 ADIHBV will promptly notify or cause SPI NV to be promptly notified of any infringement, imitation or other act by a third party inconsistent with ADIHBV's legal title to the Trademarks or any act of unfair competition (each an "Infringing Act") by a third party whenever such Infringing Act in the Territory shall come to AD's attention. Subject to the provisions of paragraph 26 hereof, ADIHBV shall cause ADSUSA to take all such steps and actions necessary or advisable to prevent or enjoin such Infringing Act and obtain compensation for damages therefor as ADSU...
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Trademark Provisions 
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Related to Trademark Provisions

  • Covenants Regarding Patent, Trademark and Copyright Collateral (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that is material to the conduct of such Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor will take all necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

  • PATENT, TRADEMARK AND COPYRIGHT INDEMNITY Seller will indemnify, defend and hold harmless Buyer and its customer from all claims, suits, actions, awards (including, but not limited to, awards based on intentional infringement of patents known at the time of such infringement, exceeding actual damages and/or including attorneys' fees and/or costs), liabilities, damages, costs and attorneys' fees related to the actual or alleged infringement of any United States or foreign intellectual property right (including, but not limited to, any right in a patent, copyright, industrial design or semiconductor mask work, or based on misappropriation or wrongful use of information or documents) and arising out of the manufacture, sale or use of products by either Buyer or its customer. Buyer and/or its customer will duly notify Seller of any such claim, suit or action; and Seller will, at its own expense, fully defend such claim, suit or action on behalf of indemnitees. Seller will have no obligation under this article with regard to any infringement arising from (a) Seller's compliance with formal specifications issued by Buyer where infringement could not be avoided in complying with such specifications or (b) use or sale of products in combination with other items when such infringement would not have occurred from the use or sale of those products solely for the purpose for which they were designed or sold by Seller. For purposes of this article only, the term Buyer will include The Boeing Company and all Boeing subsidiaries and all officers, agents and employees of Boeing or any Boeing subsidiary.

  • Trademark Use (a) Reseller acknowledges that the Vendor Trademarks are trademarks owned solely and exclusively by Vendor, and agrees to use the Vendor Trademarks only in the form and manner and with appropriate legends as prescribed by Vendor. Reseller agrees not to use any other trademark or service mark xx connection with any of the Vendor Trademarks without prior written approval of Vendor. All use of Vendor Trademarks shall inure to the benefit of Vendor. (b) Vendor acknowledges that the Reseller Trademarks are trademarks owned solely and exclusively by Reseller, and agrees to use the Reseller Trademarks only in the form and manner and with appropriate legends as prescribed by Reseller. Vendor agrees not to use any other trademark or service mark xx connection with any of the Reseller Trademarks without prior written approval of Reseller. All use of Reseller Trademarks shall inure to the benefit of Reseller. (c) Reseller shall indemnify and hold Vendor harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claim or action brought against Vendor that may arise from Reseller's improper or unauthorized replication, packaging, marketing, distribution, or installation of the Software, including claims based on representations, warranties, or misrepresentations made by Reseller. (d) BOTH PARTIES LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) SUFFERED BY THE OTHER PARTY, EVEN IF IT HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RESELLER STATES AND VENDOR ACKNOWLEDGES THAT THE BENEFITS OF THIS AGREEMENT ARE A MATERIAL INDUCEMENT TO RESELLER TO ENTER INTO THE CO-HOSTING AGREEMENT AND, IN THE EVENT OF A TERMINATION OF THIS AGREEMENT BY VENDOR FOR AN ALLEGED MATERIAL RESELLER BREACH WHICH IS HELD NOT TO BE A MATERIAL BREACH IN FACT, THE COURT SHALL CONSIDER IN ASSESSING DAMAGES HEREUNDER THE CO-HOSTING FEES AND ANY AMOUNTS PAID BY ANY SUCCESSOR THIRD PARTY SITE MANAGER FOR THE RIGHT TO PERFORM SIMILAR WEB SITE SERVICES FOR VENDOR WITHIN ONE YEAR OF THE TERMINATION.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • TRADEMARK INFORMATION You herein acknowledge, understand and agree that all of xxxXxxxx Xxxxx trademarks, copyright, trade name, service marks, and other Xxxxx Xxxxx logos and any brand features, and/or product and service names are trademarks and as such, are and shall remain the property of Xxxxx Xxxxx. You herein agree not to display and/or use in any manner xxxXxxxx Xxxxx logo or marks without obtaining Xxxxx Xxxxx'x prior written consent. Xxxxx Xxxxx will always respect the intellectual property of others, and we ask that all of our users do the same. With regards to appropriate circumstances and at its sole discretion, Xxxxx Xxxxx may disable and/or terminate the accounts of any user who violates our TOS and/or infringes the rights of others. If you feel that your work has been duplicated in such a way that would constitute copyright infringement, or if you believe your intellectual property rights have been otherwise violated, you should provide to us the following information:

  • Confidentiality and Intellectual Property Rights (a) The parties acknowledge that the information which the disclosing party submits to the receiving party in connection with this Agreement includes disclosing party's confidential and proprietary information, both of a technical and commercial nature. Receiving party agrees not to disclose such information to third parties without disclosing party's prior written consent. (b) The intellectual property rights, copyrights and other rights connected therewith, in respect of drawings, specifications, documents, data and software made available by the Seller to the Buyer shall be owned solely by the Seller and shall remain its property. Buyer is not allowed to permit any third party to fabricate the Products or any parts thereof. (c) The Buyer is obliged to inform the Seller of any intellectual property rights that may exist with respect to the Equipment if Services are rendered for Equipment not supplied by the Seller. In case of third-party claims that may be asserted on the grounds of the existence of intellectual property rights on the Equipment or Products not delivered by the Seller, the Buyer shall indemnify and hold harmless the Seller against any such claims. (d) With regard to software the Seller grants to the Buyer a non-exclusive and non-transmissible right to use the intellectual property right, in machine-readable, object code form, on one system limited to the operation of the agreed Equipment. The software license shall be unlimited in time and free of charge, if not otherwise agreed. Neither the Buyer nor any third party shall modify, reproduce, translate, reverse engineer, transfer from object code to the source code or decompile the Seller´s software. The license does not entitle the Buyer to use the software for any equipment other than the agreed Equipment, to grant sub-licenses or to copy the software documents without the Seller ´s prior written consent. The Buyer is only entitled to make a single copy for backup purposes to be able to reload the system limited to the one agreed Equipment. If the Buyer exchanges the agreed Equipment, new software has to be purchased and installed. In case of termination of the Agreement the license terminates and all copies of the software and the documentation shall be returned to the Seller promptly after termination.

  • Patent, Trademark, Copyright Security Agreements The provisions of the Copyright Security Agreements, Trademark Security Agreements, and Patent Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the Copyright Security Agreements, Trademark Security Agreements, or the Patent Security Agreements shall limit any of the rights or remedies of Agent hereunder. In the event of any conflict between any provision in this Agreement and a provision in a Copyright Security Agreement, Trademark Security Agreement or Patent Security Agreement, such provision of this Agreement shall control.

  • Trademark Rights Any and all past, present or future rights in, to and ---------------- associated with the Trademarks throughout the world, whether arising under federal law, state law, common law, foreign law or otherwise, including the following: all such rights arising out of or associated with the Trademark Registrations; the right (but not the obligation) to register claims under any state, federal or foreign trademark law or regulation; the right (but not the obligation) to xxx or bring opposition or cancellation proceedings in the name of the Assignor or the Agent for any and all past, present and future infringements or dilution of or any other damages or injury to the Trademarks, the Trademark Rights, or the Associated Goodwill, and the rights to damages or profits due or accrued arising out of or in connection with any such past, present or future infringement, dilution, damage or injury; and the Trademark License Rights.

  • Patents, Trademarks, Copyrights and Licenses All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all software used by any Borrower, such Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.

  • Trademark License Agreement Buyer shall have executed and delivered to Sellers the Trademark License Agreement.

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