Common use of Trademark Use Clause in Contracts

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. [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Trademark Use. 10.1 OI shall use the AIM V® trademark, according to format set forth in Exhibit B (a) Reseller acknowledges that the Vendor Trademarks are trademarks owned solely LTC PRODUCTS), in product inserts, advertisements and exclusively by Vendorsales literature (including Web based literature), and agrees on the product labels where space permits, to use identify the Vendor Trademarks only LTC PRODUCTS in the form OI PRODUCTS, 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 shall acknowledge LTC’s ownership of the Vendor Trademarks without prior written approval trademark when so used; and the font size and style of Vendorsuch trademark and dye designation and acknowledgement shall be comparable to the font size and style of the text describing the LTC PRODUCTS or OI PRODUCTS in such product inserts, advertisements and sales literature. OI shall use only displays, labels, forms, and other paper or similar products imprinted with such colors and trademarks as are prescribed from time to time by LTC (including but not limited to size, design, and color of such trademarks). At the request of LTC, OI shall provide a reasonable number of OI PRODUCTS sufficient to verify that product quality standards consistent with the AIM V® trademark have been met. 10.2 All use of Vendor Trademarks shall uses and goodwill associated with the LTC TRADEMARK RIGHTS will inure to the benefit of Vendor. (b) Vendor acknowledges that LTC. OI shall not register, nor attempt to register, nor aid any AFFILIATE or THIRD PARTY in the Reseller Trademarks are foreign registration of any trademarks owned solely and exclusively by Reseller, and agrees included in LTC TRADEMARK RIGHTS unless LTC has given express written approval for such registration. No right or license is granted to use the Reseller Trademarks only trademarks included 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 LTC TRADEMARK RIGHTS in connection with any materials that do not contain LTC PRODUCTS. XX.XXX.Xxxxxx Agreement 10.3 OI shall promptly notify LTC in writing 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 any THIRD PARTY claim made against any and all liabilitiesOI, 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, distributionits AFFILIATES, or installation its DISTRIBUTORS that any LTC TRADEMARK RIGHTS used by OI, infringes any trademark or similar proprietary right of the Softwareany party. LTC shall determine, including claims based on representationsin its sole discretion, warranties, or misrepresentations made by Reselleran appropriate response to such claim. (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. [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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. [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portionsRESELLER 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.

Trademark Use. 3.1 Adobe grants to Distributor and Distributor accepts, a worldwide, non-exclusive, non-transferable, personal right to use and distribute, under the terms of this Agreement, the “Includes Adobe Acrobat Reader” button for print media or such additional or replacement button(s) or logos as Adobe may provide under this agreement (athe “Trademarks”). Distributor may use the Trademarks solely in conjunction with the permitted forms of distribution of the Software specified in Section 2 of this agreement, so long as such use also complies with (as applicable) Reseller the: (A) “‘Includes Adobe Acrobat Reader ’Button Guidelines” at xxxxx://xxx.xxxxx.xxx/legal/agreement.html; (B) Any additional guidelines provided by Adobe to Distributor in writing; and (C) the “General Trademark Guidelines” at xxxxx://xxx.xxxxx.xxx/legal/permissions/trademarks.html. Use of the Trademarks does not give Distributor any right, title, or interest in the Trademarks, other than the license rights granted herein. Distributor may not assign, transfer or sublicense any trademark right granted herein without the prior written consent of Adobe. Distributor agrees not to use the Trademarks in any way that will disparage Adobe or its products, injure Adobe’s reputation for high quality or otherwise diminish or damage Adobe’s goodwill in the Trademarks or infringe Adobe’s intellectual property. Distributor acknowledges the validity of the Trademarks and Adobe’s sole ownership of the Trademarks, and that Adobe retains all right, title, and interest in and to the Trademarks. Distributor recognizes the value of the goodwill associated with the Trademarks and acknowledges that such goodwill inures exclusively to the Vendor benefit of and belongs to Adobe. Distributor will employ best efforts to use the Trademarks are trademarks owned solely in a manner that does not derogate from Adobe’s rights in the Trademarks and exclusively will take no action that will interfere with or diminish Adobe’s rights in the Trademarks. Distributor may not use the Trademarks in any way as an endorsement or sponsorship by VendorAdobe of any product or service. Distributor agrees not to adopt or use a trademark, and service mark, or any other designation confusingly similar to the Trademarks. Further, Distributor 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 products that: (A) meet or exceed all applicable U.S. and foreign labeling and packaging laws and regulations; (B) are advertised in compliance with all applicable U.S. and foreign fair advertising laws and regulations; (C) comply with all other applicable U.S. and foreign laws and regulations; (D) support Adobe products if indicated on packaging and/or advertising materials for Distributor’s products; (E) are of a quality and reputation consistent with the high quality of Adobe products and services; and (F) are advertised in a manner consistent with industry standards. Distributor will notify Adobe of the Vendor Trademarks without prior written approval locations of Vendor. All its use of Vendor the Trademarks shall inure and furnish Adobe with suitable specimens of such use. Pursuant to Section 8, Adobe may request copies of Distributor Product to determine if uses of the Trademarks are appropriate; Distributor may not disseminate Distributor Product if Adobe does not approve the uses. Distributor will assist in monitoring and maintaining the quality and form of use of the Trademarks. Adobe may review Distributor’s use of the Trademarks at any time to evaluate its compliance with the quality standards described in this agreement. If at any time Adobe determines that Distributor is not maintaining adequate quality standards, Distributor is in breach of this agreement and subject to the benefit termination provisions of Vendor. (b) Vendor acknowledges that the Reseller Trademarks are trademarks owned solely and exclusively by Reseller, and agrees to in Section 13. Distributor must immediately remedy any material deficiencies in its 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 upon reasonable notice from Adobe. Adobe makes no warranties 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 liabilitieskind, losseseither express or implied, 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. [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portionsTrademarks. Adobe will not be liable to Distributor for any consequential, incidental, or special damages (including loss of business profits) arising from or related to Distributor’s use of the Trademarks, even if Adobe has been advised of the possibility of such damages. If Adobe provides Distributor with a substitute Trademark(s), Distributor will bear all liability for continued use of the previous Trademark(s). 3.2 Adobe and Adobe Acrobat Reader are either registered trademarks or trademarks of Adobe Inc. in the United States and/or other countries.

Trademark Use. 3.1 Adobe grants to Distributor and Distributor accepts, a worldwide, non-exclusive, non-transferable, personal right to use and distribute, under the terms of this Agreement, the “Includes Adobe Acrobat Reader DC” button for print media or such additional or replacement button(s) or logos as Adobe may provide under this agreement (athe “Trademarks”). Distributor may use the Trademarks solely in conjunction with the permitted forms of distribution of the Software specified in Section 2 of this agreement, so long as such use also complies with (as applicable) Reseller the: (A) “‘Includes Adobe Acrobat Reader DC’ Button Guidelines” at xxxxx://xxx.xxxxx.xxx/legal/agreement.html; (B) Any additional guidelines provided by Adobe to Distributor in writing; and (C) the “General Trademark Guidelines” at xxxxx://xxx.xxxxx.xxx/legal/permissions/trademarks.html. Use of the Trademarks does not give Distributor any right, title, or interest in the Trademarks, other than the license rights granted herein. Distributor may not assign, transfer or sublicense any trademark right granted herein without the prior written consent of Adobe. Distributor agrees not to use the Trademarks in any way that will disparage Adobe or its products, injure Adobe’s reputation for high quality or otherwise diminish or damage Adobe’s goodwill in the Trademarks or infringe Adobe’s intellectual property. Distributor acknowledges the validity of the Trademarks and Adobe’s sole ownership of the Trademarks, and that Adobe retains all right, title, and interest in and to the Trademarks. Distributor recognizes the value of the goodwill associated with the Trademarks and acknowledges that such goodwill inures exclusively to the Vendor benefit of and belongs to Adobe. Distributor will employ best efforts to use the Trademarks are trademarks owned solely in a manner that does not derogate from Adobe’s rights in the Trademarks and exclusively will take no action that will interfere with or diminish Adobe’s rights in the Trademarks. Distributor may not use the Trademarks in any way as an endorsement or sponsorship by VendorAdobe of any product or service. Distributor agrees not to adopt or use a trademark, and service mark, or any other designation confusingly similar to the Trademarks. Further, Distributor 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 products that: (A) meet or exceed all applicable U.S. and foreign labeling and packaging laws and regulations; (B) are advertised in compliance with all applicable U.S. and foreign fair advertising laws and regulations; (C) comply with all other applicable U.S. and foreign laws and regulations; (D) support Adobe products if indicated on packaging and/or advertising materials for Distributor’s products; (E) are of a quality and reputation consistent with the high quality of Adobe products and services; and (F) are advertised in a manner consistent with industry standards. Distributor will notify Adobe of the Vendor Trademarks without prior written approval locations of Vendor. All its use of Vendor the Trademarks shall inure and furnish Adobe with suitable specimens of such use. Pursuant to Section 8, Adobe may request copies of Distributor Product to determine if uses of the Trademarks are appropriate; Distributor may not disseminate Distributor Product if Adobe does not approve the uses. Distributor will assist in monitoring and maintaining the quality and form of use of the Trademarks. Adobe may review Distributor’s use of the Trademarks at any time to evaluate its compliance with the quality standards described in this agreement. If at any time Adobe determines that Distributor is not maintaining adequate quality standards, Distributor is in breach of this agreement and subject to the benefit termination provisions of Vendor. (b) Vendor acknowledges that the Reseller Trademarks are trademarks owned solely and exclusively by Reseller, and agrees to in Section 13. Distributor must immediately remedy any material deficiencies in its 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 upon reasonable notice from Adobe. Adobe makes no warranties 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 liabilitieskind, losseseither express or implied, 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. [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portionsTrademarks. Adobe will not be liable to Distributor for any consequential, incidental, or special damages (including loss of business profits) arising from or related to Distributor’s use of the Trademarks, even if Adobe has been advised of the possibility of such damages. If Adobe provides Distributor with a substitute Trademark(s), Distributor will bear all liability for continued use of the previous Trademark(s). 3.2 Adobe and Adobe Acrobat Reader DC are either registered trademarks or trademarks of Adobe Inc. in the United States and/or other countries.

Trademark Use. (a) Reseller acknowledges that Atmel hereby grants to Buyer Licensees, effective as of the Vendor Trademarks are trademarks owned solely and exclusively by VendorClosing for a period of 135 days from the Closing Date, and agrees worldwide, royalty free, non-exclusive license to use the Vendor Licensed Trademarks, in such territories as such Licensed Trademarks only are currently being used, without modification solely in connection with the marketing, support, offering, sale and promotion of the units of Finished Goods acquired by Buyer from Atmel pursuant to this Agreement, including any use in connection with Buyer Licensees’ use and sale of any products, packaging and collateral material acquired from Atmel, and solely in the form and manner and with appropriate legends as prescribed forms in which such Licensed Trademarks are used by Vendor. Reseller agrees not Atmel immediately prior to the Closing. (b) Without limiting, and in addition to, the foregoing, Buyer Licensees may continue to use indefinitely the Licensed Trademarks on any tangible reticle, circuit board layout, mold, and other trademark tangible materials acquired from Atmel or service mark xx connection with any the Selling Subsidiaries that include Licensed Trademarks if such Licensed Trademark is not readily apparent to a purchaser of products manufactured using such reticle, circuit board layout, mold or other tangible material (but only to the extent that Buyer otherwise has the right to use such reticle, circuit board layout, mold or other tangible material). (c) Buyer Licensee shall maintain the quality of the Vendor goods with which such Licensed Trademarks without are used and visible at at least the same level maintained by Atmel prior written approval to the Closing. Without limiting the foregoing, the Buyer Licensees shall not use the Licensed Trademarks in a manner that detracts from the goodwill associated with such Licensed Trademarks. Licensee’s use of Vendorthe Licensed Trademarks must comply with all instructions, practices or requirements of Atmel, including any and all trademark usage guidelines (available as of the date hereof at xxxx://xxxxx.xxx/general/trademark_guidelines.asp) provided or made available to Licensee by Atmel. All goodwill associated with the use of Vendor such Licensed Trademarks shall inure to the sole 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 ResellerAtmel. (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. [*] * Certain information on this page has been omitted Atmel shall have the right to monitor the quality of Buyer Licensees’ goods and filed separately services that are offered in connection with the Commission. Confidential treatment has been requested with respect Licensed Trademarks, and Buyer Licensees shall provide reasonable assistance to the omitted portionsAtmel in such monitoring by providing, at Atmel’s request and expense, samples of such goods and services and extending other reasonable cooperation to Atmel. (e) Buyer will not use as a Trademark any Trademarks of Atmel except as expressly permitted in this Section 3.10.

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. [*] * Certain information on this page has been omitted and filed separately with the CommissionCERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Confidential treatment has been requested with respect to the omitted portions.[*]

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 [*] 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, * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Trademark Use. (a) Reseller acknowledges After the Closing, MacroPore will not, directly or indirectly, conduct the Field of Use Business, or allow any Affiliate to conduct the Field of Use Business, or assist any third party in conducting the Field of Use Business, outside of the Territory of Japan whether with or without the use of the Acquired Trademarks. Provided that the Vendor Trademarks are trademarks owned solely and exclusively by Vendor, and agrees MacroPore’s license to use certain of the Vendor MacroPore Intellectual Property for the purpose of the manufacture of Bioabsorbable Film Implants outside of the Territory of Japan solely for import, sale and use within the Territory of Japan pursuant to the License Agreement has not been terminated, MacroPore may make non-trademark use of the Acquired Trademarks only in connection therewith. As soon as practicable after the Closing, MacroPore shall cause each of its Affiliates that is using one or more of the Acquired Trademarks outside of the Territory of Japan to change its name or the name of its products or services to a different name that does not include and that is not confusingly similar with one or more of the Acquired Trademarks, either through the adoption of a new name or trademark or through the use of generic terms to describe such products. For the avoidance of doubt, use of the Japan Trademarks on the Internet by MacroPore shall not constitute use outside of the Territory of Japan, provided that such Internet use is not directed to customers outside of the Territory of Japan and any website using the Japan Trademarks is not promoted or advertised on materials distributed outside of the Territory of Japan. Immediately after the Closing, MacroPore shall remove any and all references to the Acquired Trademarks from its corporate website, currently located at xxxx://xxx.xxxxxxxxx.xxx, provided, however, that it is agreed that use by MacroPore of the Acquired Trademarks for the sole purpose of referring to the sale of all right, title and interest to the MacroPore Intellectual Property and an undivided joint ownership interest to the Joint Intellectual Property from MacroPore to MAST, or with respect to the retention of the Bioabsorbable Film Implant Business solely in the form Territory of Japan on the MacroPore corporate website, constitutes fair use and manner and with appropriate legends as prescribed by Vendor. Reseller agrees shall not to use any other trademark or service mark xx connection with any be considered a violation of the Vendor Trademarks without prior written approval of Vendor. All use of Vendor Trademarks shall inure to the benefit of Vendorthis provision. (b) Vendor acknowledges that After the Reseller Trademarks are trademarks owned solely and exclusively by ResellerClosing, and agrees until MAST has exercised its option for the Territory of Japan, MAST will not, directly or indirectly, conduct the Field of Use Business, or allow any Affiliate to conduct the Field of Use Business, or assist any third party in conducting the Field of Use Business, within the Territory of Japan whether with or without the 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 Japan Trademarks. For the avoidance of Reseller. All doubt, use of Reseller the Acquired Trademarks on the Internet by MAST shall inure not constitute use within the Territory of Japan unless the website is directed to customers inside the benefit Territory of ResellerJapan. (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. [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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 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. [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.RESELLER STATES AND VENDOR ACKNOWLEDGES THAT THE BENEFITS OF THIS AGREEMENT ARE A