Common use of Trademarks and Domain Names Clause in Contracts

Trademarks and Domain Names. 9.5.1 Servier shall select one or more product trademarks (including backup trademarks) for the Products for use by Servier in the Territory (including backup trademarks) that are not confusingly similar to or otherwise infringes Sorrento’s Trademarks (the “Product Trademarks”). Servier (or its local Affiliates, as appropriate) shall own and retain all rights to Product Trademarks, together with all goodwill associated therewith, worldwide, and all e-brands, trade dress, service marks, domain names, designs and copyrights for the Product in the Territory. 9.5.2 Servier shall be responsible for filing and registering Product Trademarks at Servier’s expense and in its own name. Servier may, at its own discretion, select for the Product Trademark a trademark which was already filed or registered in Servier’s portfolio. Servier shall have the right but not the obligation to use a single global product trademark in the Territory. Servier shall have the right to affix any logo or trade name of its choice on the Product in the Territory. 9.5.3 Servier may also select domain names including or close to Product Trademarks. Servier shall be responsible for filing and registering these domain names at Servier’s expense and in its own name. 9.5.4 Sorrento does not have and shall not acquire any interest, title or right in any of the Product Trademarks or other Servier’s trademarks, trade dress, logos, trade names and designs. Sorrento shall not directly or indirectly seek through judicial or administrative process, to invalidate, oppose or challenge the validity, enforceability or scope of any Product Trademarks or other trade dress, logos, trade names and designs used in connection with The Products. During the term of this Agreement and thereafter, Sorrento undertakes not to take any actions and not to assist in any such actions to acquire any property rights in and to the Product Trademarks and any trade dress, logos, trade names, and designs used in connection with the Products, in particular not to register nor attempt to register in its name any trademark, trade name, trade or designs, identical or similar to the Product Trademarks and any trade dress, logos, trade names, and designs used in connection with the Products. Sorrento shall not register nor use directly or indirectly any domain name including a name identical to or similar to the Product Trademarks or Servier’s trade names. 9.5.5 Any and all use by Sorrento or its Affiliates of the Product Trademarks or and any trade dress, logos, trade names, and designs used in connection with the Products shall be submitted to Servier’s prior express written approval. 9.5.6 Sorrento shall maintain vigilance in the Territory and shall promptly notify Servier of any infringements or possible infringements of the Product Trademarks and any trade dress, logos, trade names, and designs used in connection with the Products of which it becomes aware. 9.5.7 Servier may, but shall not be required to, bring legal action against any such infringement or threatened infringement of which it is aware or which is brought to its attention by Sorrento or others. In bringing any such action, Servier shall act in its own name. Sorrento shall refrain from instituting any action against any such infringement of the Product Trademarks and any trade dress, logos, trade names, and designs used in connection with the Products.

Trademarks and Domain Names. 9.5.1 Servier shall select one or more product trademarks (including backup trademarksa) for the Products for use by Servier in the Territory (including backup trademarks) that are not confusingly similar to or otherwise infringes Sorrento’s Trademarks (the “Product Trademarks”). Servier (or its local Affiliates, as appropriate) shall own and retain all rights to Product Trademarks, together with all goodwill associated therewith, worldwide, and all e-brands, trade dress, service marks, domain names, designs and copyrights for the Product in the Territory. 9.5.2 Servier Allergan shall be responsible for filing the selection, registration and registering maintenance of all Trademarks which it employs in connection with the Commercialization of any Licensed Product Trademarks at Servier’s expense under this Agreement (“Licensed Product Marks”). Allergan shall own and in its own namecontrol such Licensed Product Marks and pay all relevant costs relating thereto. Servier may, at its own discretion, select for the Product Trademark a trademark which was already filed or registered in Servier’s portfolio. Servier shall have the right but not the obligation to use a single global product trademark in the Territory. Servier Allergan shall have the right to affix any logo or trade name of its choice on brand the Product in the Territory. 9.5.3 Servier may also select domain names including or close to Product Trademarks. Servier shall be responsible for filing and registering these domain names at Servier’s expense and in its own name. 9.5.4 Sorrento does not have and shall not acquire any interest, title or right in any of the Product Trademarks or other Servier’s trademarks, trade dress, logos, trade names and designs. Sorrento shall not directly or indirectly seek through judicial or administrative process, to invalidate, oppose or challenge the validity, enforceability or scope of any Product Trademarks or other trade dress, logos, trade names and designs used in connection with The Products. During the term of this Agreement and thereafter, Sorrento undertakes not to take any actions and not to assist in any such actions to acquire any property rights in and to the Product Trademarks and any trade dress, logos, trade names, and designs used in connection with the Products, in particular not to register nor attempt to register in its name any trademark, trade name, trade or designs, identical or similar to the Product Trademarks and any trade dress, logos, trade names, and designs used in connection with the Products. Sorrento shall not register nor use directly or indirectly any domain name including a name identical to or similar to the Product Trademarks or Servier’s trade names. 9.5.5 Any and all use by Sorrento or its Affiliates of the Product Trademarks or and any trade dress, logos, trade names, and designs used in connection with the Licensed Products shall be submitted to Servier’s prior express written approval. 9.5.6 Sorrento shall maintain vigilance in the Territory using Licensed Product Marks it determines appropriate for the Licensed Products, which may vary by country or within a country, provided that Allergan shall not, and shall promptly notify Servier ensure that its Affiliates and Sublicensees will not, (a) make any use of the Trademarks or house marks of Molecular Partners (including Molecular Partners’ corporate name) or any trademark confusingly similar thereto, or (b) include any Allergan Trademarks or house marks in the Licensed Product Marks. Allergan shall own all rights in the ***Certain confidential information contained in this document, marked with 3 asterisks (***), has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended Licensed Product Marks and shall register and maintain, at its own cost and expense, the Licensed Product Marks in the countries and regions in the Territory that it determines reasonably necessary. (b) Molecular Partners recognizes the exclusive ownership by Allergan of all Licensed Product Marks. Molecular Partners shall not, either while this Agreement is in effect, or at any time thereafter, register, use or challenge or assist others to challenge the Licensed Product Marks. Molecular Partners shall not attempt to obtain any right in or to any name, logotype, trademark or trade dress confusingly similar for the marketing, sale or distribution of any infringements goods or possible infringements of products, notwithstanding whether such goods or products have a different use or are dissimilar to the Product Trademarks and any trade dress, logos, trade names, and designs used in connection with the Products of which it becomes awareLicensed Products. 9.5.7 Servier may, but shall not (c) Only Allergan will be required to, bring authorized to initiate at its own discretion legal action proceedings against any such infringement or threatened infringement of which it is aware or which is brought to its attention by Sorrento or others. In bringing any such action, Servier shall act in its own name. Sorrento shall refrain from instituting any action against any such infringement of the Product Trademarks and any trade dress, logos, trade names, and designs used in connection with the ProductsTrademarks.

Trademarks and Domain Names. 9.5.1 Servier shall select one or more product trademarks (including backup trademarksa) for the Products for use by Servier in the Territory (including backup trademarks) that are not confusingly similar to or otherwise infringes Sorrento’s Trademarks (the “Product Trademarks”). Servier (or its local Affiliates, as appropriate) shall own and retain all rights to Product Trademarks, together with all goodwill associated therewith, worldwide, and all e-brands, trade dress, service marks, domain names, designs and copyrights for the Product in the Territory. 9.5.2 Servier Allergan shall be responsible for filing the selection, registration and registering maintenance of all Trademarks which it employs in connection with the Commercialization of any Licensed Product Trademarks at Servier’s expense under this Agreement (“Licensed Product Marks”). Allergan shall own and in its own namecontrol such Licensed Product Marks and pay all relevant costs relating thereto. Servier may, at its own discretion, select for the Product Trademark a trademark which was already filed or registered in Servier’s portfolio. Servier shall have the right but not the obligation to use a single global product trademark in the Territory. Servier Allergan shall have the right to affix any logo or trade name of its choice on brand the Product in the Territory. 9.5.3 Servier may also select domain names including or close to Product Trademarks. Servier shall be responsible for filing and registering these domain names at Servier’s expense and in its own name. 9.5.4 Sorrento does not have and shall not acquire any interest, title or right in any of the Product Trademarks or other Servier’s trademarks, trade dress, logos, trade names and designs. Sorrento shall not directly or indirectly seek through judicial or administrative process, to invalidate, oppose or challenge the validity, enforceability or scope of any Product Trademarks or other trade dress, logos, trade names and designs used in connection with The Products. During the term of this Agreement and thereafter, Sorrento undertakes not to take any actions and not to assist in any such actions to acquire any property rights in and to the Product Trademarks and any trade dress, logos, trade names, and designs used in connection with the Products, in particular not to register nor attempt to register in its name any trademark, trade name, trade or designs, identical or similar to the Product Trademarks and any trade dress, logos, trade names, and designs used in connection with the Products. Sorrento shall not register nor use directly or indirectly any domain name including a name identical to or similar to the Product Trademarks or Servier’s trade names. 9.5.5 Any and all use by Sorrento or its Affiliates of the Product Trademarks or and any trade dress, logos, trade names, and designs used in connection with the Licensed Products shall be submitted to Servier’s prior express written approval. 9.5.6 Sorrento shall maintain vigilance in the Territory using Licensed Product Marks it determines appropriate for the Licensed Products, which may vary by country or within a country, provided that Allergan shall not, and shall promptly notify Servier ensure that its Affiliates and Sublicensees will not, (a) make any use of the Trademarks or house marks of Molecular Partners (including Molecular Partners’ corporate name) or any trademark confusingly similar thereto, or (b) include any Allergan Trademarks or house marks in the Licensed Product Marks. Allergan shall own all rights in the Licensed Product Marks and shall register and maintain, at its own cost and expense, the Licensed Product Marks in the countries and regions in the Territory that it determines reasonably necessary. (b) Molecular Partners recognizes the exclusive ownership by Allergan of all Licensed Product Marks. Molecular Partners shall not, either while this Agreement is in effect, or at any time thereafter, register, use or challenge or assist others to challenge the Licensed Product Marks. Molecular Partners shall not attempt to obtain any right in or to any name, logotype, trademark or trade dress confusingly similar for the marketing, sale or distribution of any infringements goods or possible infringements of products, notwithstanding whether such goods or products have a different use or are dissimilar to the Product Trademarks and any trade dress, logos, trade names, and designs used in connection with the Products of which it becomes awareLicensed Products. 9.5.7 Servier may, but shall not (c) Only Allergan will be required to, bring authorized to initiate at its own discretion legal action proceedings against any such infringement or threatened infringement of which it is aware or which is brought to any Trademarks. (d) Allergan shall be responsible for the registration, hosting, maintenance and defense of any Domain Name. Allergan may at its attention by Sorrento or others. In bringing any such action, Servier shall act sole and absolute discretion register in its own name. Sorrento shall refrain from instituting any action against any name or in name of others, host on its own servers or on Third Party servers, maintain and defend such infringement of the Product Trademarks Domain Names and any trade dress, logos, trade names, and designs used in connection with the Productsuse them for websites.

Trademarks and Domain Names. 9.5.1 Servier CMS shall select one or more product trademarks (including backup trademarks) for the Products for ensure that each reference to and use of a Licensed Trademark by Servier CMS in any marketing material related to a Product in the Territory follows the then current Norgine Guidelines for Trademark Use and is accompanied by an acknowledgement that the Licensed Trademark (including backup trademarksi.e., the name of the company/entity who is the proprietor of the Licensed Trademark in the country/Territory) is a trademark or registered trademark of the Norgine group of companies and is used by CMS under licence. Norgine may update the Norgine Guidelines for Trademark Use from time to time by giving CMS written notice of the revised guidelines. CMS expressly acknowledges that are not confusingly similar to Norgine or otherwise infringes Sorrento’s Trademarks (a Norgine Affiliate owns each Licensed Trademark, and the “Product Trademarks”). Servier (or its local Affiliates, as appropriate) shall own and retain all rights to Product Trademarks, together with all goodwill associated therewith, worldwide, and all e-brands, trade dress, service marks, domain names, designs and copyrights for the Product in the Territory. 9.5.2 Servier shall be responsible for filing and registering Product Trademarks at Servier’s expense and in its own name. Servier may, at its own discretion, select for the Product Trademark a trademark which was already filed or registered in Servier’s portfolio. Servier shall have the right but not the obligation to use a single global product trademark in the Territory. Servier shall have the right to affix any logo or trade name of its choice on the Product in the Territory. 9.5.3 Servier may also select domain names including or close to Product Trademarks. Servier shall be responsible for filing and registering these domain names at Servier’s expense and in its own name. 9.5.4 Sorrento does not have and CMS shall not acquire any interestattack, title dispute, or right in any of the Product Trademarks contest Norgine’s or other Servier’s trademarks, trade dress, logos, trade names and designs. Sorrento shall not directly or indirectly seek through judicial or administrative process, to invalidate, oppose or challenge the validity, enforceability or scope its Affiliate's ownership of any Product Trademarks Licensed Trademark or other trade dressany registrations issued or issuing with respect thereto, logos, trade names and designs used in connection with The Products. During both during the term of this Agreement and and/or thereafter. In the event CMS acquires any rights relating to a Licensed Trademark for any reason, Sorrento undertakes CMS agrees to promptly assign to Norgine or its Affiliate (as Norgine may direct from time to time), at no cost to Norgine, all such rights together with any related goodwill. CMS shall not do or perform any act that may endanger, destroy, or similarly affect the value of the goodwill pertaining to take a Licensed Trademark nor do any actions and not act that might support a petition to cancel or otherwise invalidate any registration relating to a Licensed Trademark nor assist any other person or other entity, directly or indirectly, in so doing. CMS will, at any time, upon the request of Norgine, execute any documents reasonably required by Norgine to confirm Norgine’s or its Affiliate's ownership of all such actions to acquire any property rights in and a Licensed Trademark. CMS shall not use any trademarks or trade names (other than a Licensed Trademark or an Assigned Trademark) so resembling Licensed Trademark so as to the Product Trademarks and be likely to cause confusion, dilution, or deception. CMS shall not register any Licensed Trademark in its own name nor attempt to register any trademarks, marks, or trade dress, logos, trade names, and designs used names confusingly similar to Licensed Trademark. Before CMS uses a domain name in connection with the ProductsProduct that includes or has a reference to Norgine or a Licensed Trademark in the Territory, in particular CMS and Norgine shall agree as to the design of the homepage of such domain name, such agreement not to register nor attempt to register in its be unreasonably withheld or delayed. Norgine shall own all domain names that incorporate Norgine’s name any trademark, trade name, trade or designs, identical or similar to the Product Trademarks and any trade dress, logos, trade names, and designs used in connection with the Products. Sorrento shall not register nor use directly or indirectly any domain name including a name identical to or similar to the Product Trademarks or Servier’s trade namesLicensed Trademark. 9.5.5 Any and all use by Sorrento or its Affiliates of the Product Trademarks or and any trade dress, logos, trade names, and designs used in connection with the Products shall be submitted to Servier’s prior express written approval. 9.5.6 Sorrento shall maintain vigilance in the Territory and shall promptly notify Servier of any infringements or possible infringements of the Product Trademarks and any trade dress, logos, trade names, and designs used in connection with the Products of which it becomes aware. 9.5.7 Servier may, but shall not be required to, bring legal action against any such infringement or threatened infringement of which it is aware or which is brought to its attention by Sorrento or others. In bringing any such action, Servier shall act in its own name. Sorrento shall refrain from instituting any action against any such infringement of the Product Trademarks and any trade dress, logos, trade names, and designs used in connection with the Products.