Common use of Trademarks and Labeling Clause in Contracts

Trademarks and Labeling. The Parties shall attempt to use a uniform global trademark and logo for the Product; provided, that each Party may use its own trademarks and housemarks as it selects to promote the sale of the Product in the FMI Territory, with respect to FMI, and the Territory, with respect to Roche (collectively, excluding the housemarks, the “Product Trademarks”). The Parties shall agree on at least […***…] Product Trademarks for each Product, with […***…] of the trademarks being the global trademark and the other(s) being trademarks to be held in reserve in case the global trademark cannot be used in […***…] or more countries. The placement and size of a Party’s housemarks relative to Product Trademarks shall be approved by the JOC. Excluding the Roche housemarks, FMI shall own any global Product Trademarks used on or in connection with Products in the Territory, and shall, at its sole cost, be responsible for procurement, maintenance, enforcement and defense of such global Product Trademarks. Roche shall own its trademarks, including the Roche trademark and hexagon, and may use the Roche trademarks in connection with the Product as set forth in this Section. FMI shall not file any identical registrations or other filings in respect of any such housemarks owned by Roche. FMI shall own its housemark and any trademark it selects to promote the sale of the Product in the FMI Territory. Roche shall not file any identical registrations or other filings in respect of any such trademarks and housemarks owned by FMI. Each Party shall maintain all registrations of such Product Trademarks owned by it and the other Party shall not file any registrations or other filings in respect of any of such Product Trademark owned by the Product Trademark owning Party without the Product Trademark owning Party’s prior written consent. FMI shall use Commercially Reasonable Efforts to obtain and maintain Product Trademarks and to take reasonable measures to enforce oppositions and litigations in relation to the Product Trademarks. Each Party shall use the Product Trademarks in accordance with sound trademark and trade name usage principles and in accordance with all Applicable Law as reasonably necessary to maintain the validity and enforceability of the Product Trademarks. Each Party recognizes that the trademarks owned by the other Party represents a valuable asset of such other Party, and that substantial recognition and goodwill are associated with such name, logo and trademarks. Each Party hereby agrees that, without prior written authorization of the other Party or as specifically permitted in this Agreement, it shall not use such other Party’s trademarks for any purpose. Each Party shall have the right to police its own trademarks and enforce its own trademarks. Each Party shall have the right to audit the other Party, its Affiliates, sublicensees/Sublicensees and contractors to ensure the quality of the Products to which the trademark is associated. In the event either Party becomes aware of any infringement of any Product Trademark by a Third Party, such Party shall promptly notify the other Party and the Parties shall consult with each other and jointly determine the best way to prevent such infringement.

Trademarks and Labeling. The Parties Roche shall attempt to use a uniform global trademark and logo for the Product; provided, that each Party may use its own trademarks and housemarks as it selects to promote the sale of the Product in the FMI Territory, with respect to FMI, and the Territory, with respect to Roche (collectively, excluding the housemarks, the “Product Trademarks”). The Parties shall agree on at least […***…] Product Trademarks for each Product, with […***…] of the trademarks being the global trademark trademarks, logos, slogans and the other(s) being trademarks to be held in reserve in case the global trademark cannot be used in […***…] or more countries. The placement and size of a Party’s housemarks relative to Product Trademarks shall be approved by the JOC. Excluding the Roche housemarks, FMI shall own any global Product Trademarks service marks used on or in connection with Licensed Products in the Territory(“Global Trademarks”) worldwide, and shall, at its sole cost, be responsible for selection, procurement, maintenance, enforcement and defense of such global Product Trademarksall trademarks used on or in connection with Licensed Products worldwide. For Program 2 and Program 4, BPM shall have the right to provide input for the Global Trademarks which Roche shall reasonably consider and BPM shall either use the Global Trademarks or may use other trademarks or logos of its own choosing and at its own expense on or in connection with Licensed Products in the BPM Territory. Roche shall have the first right to enforce the Global Trademarks in the Roche Territory. For Program 2 and Program 4, BPM shall have the first right to enforce the Global Trademarks in the BPM Territory. If BPM does not timely enforce the Global Trademarks in the BPM Territory, then Roche shall have the right to enforce the Global Trademarks in the BPM Territory. Prior to commercialization of any Licensed Product in the BPM Territory bearing a Global Trademark, the Parties will enter into a trademark license agreement setting forth customary terms and conditions for using the Global Trademarks and ensuring quality and good will associated with the Global Trademarks. Notwithstanding the foregoing, BPM shall not be obligated to use such Global Trademarks and may instead select and use its own its trademarks, including the Roche trademark logos, slogans and hexagon, and may use the Roche trademarks service marks on or in connection with Licensed Products for Program 2 and Program 4 in the Product BPM Territory (the “BPM Trademarks”). If BPM elects to use BPM Trademarks, BPM shall, at its sole cost, be responsible for selection, procurement, maintenance, and defense of all such BPM Trademarks used on or in connection with Licensed Products. Roche shall have the right to obtain the International Non-proprietary Name (INN) from the World Health Organization and the US Adopted Name (USAN) from the US adopted Names Council (USANC) as set forth the generic name(s) for the Licensed Products worldwide. The Parties shall consult with each other regarding the INN and USAN prior to Roche obtaining the INN and USAN, and Roche shall in good faith consider BPM’s input. In the case of Program 2 and Program 4, if BPM elects to use the Global Trademark, Roche shall grant BPM an exclusive, royalty-free license to use the Global Trademarks for the purpose of Exploiting the Licensed Products in the BPM Territory as permitted by this SectionAgreement. FMI Such trademark license shall be non-transferable, except that the BPM shall have the right to sublicense such rights to its Affiliates and Sublicensees in the BPM Territory. Roche shall maintain all registrations of such Global Trademarks worldwide, and BPM shall not file any identical or similar registrations or other filings in respect of any of such housemarks owned by Global Trademarks without Roche’s prior written consent. FMI BPM shall own its housemark maintain all registrations of such BPM Trademarks, and any trademark it selects to promote the sale of the Product in the FMI Territory. Roche shall not file any identical registrations or other filings in respect of any such trademarks and housemarks owned by FMI. Each Party shall maintain all registrations of such Product BPM Trademarks owned by it and the other Party shall not file any registrations or other filings in respect of any of such Product Trademark owned by the Product Trademark owning Party without the Product Trademark owning PartyBPM’s prior written consent. FMI shall use Commercially Reasonable Efforts to obtain and maintain Product Trademarks and to take reasonable measures to enforce oppositions and litigations in relation to the Product Trademarks. Each Party shall use the Product Global Trademarks in accordance with sound trademark and trade name usage principles and in accordance with all Applicable Law as reasonably necessary to maintain the validity and enforceability of the Product Global Trademarks. Each Party BPM recognizes that the trademarks owned by the other Party represents Roche’s Global Trademarks represent a valuable asset of such other PartyRoche, and that substantial recognition and goodwill are associated with such name, logo and trademarks. Each Party BPM hereby agrees that, without prior written authorization of the other Party or as specifically permitted in this AgreementRoche, it shall not use such other Party’s trademarks Global Trademarks for any purposepurpose except as expressly permitted under this Agreement. Each Party shall have the right to police its own trademarks Roche recognizes that BPM Trademarks represent a valuable asset of BPM, and enforce its own that substantial recognition and goodwill are associated with such name, logo and trademarks. Each Party Roche hereby agrees that, without prior written authorization of BPM, it shall have the right to audit the other Party, its Affiliates, sublicensees/Sublicensees and contractors to ensure the quality of the Products to which the trademark is associated. In the event either Party becomes aware of not use such BPM Trademarks for any infringement of any Product Trademark by a Third Party, such Party shall promptly notify the other Party and the Parties shall consult with each other and jointly determine the best way to prevent such infringementpurpose except as expressly permitted under this Agreement.

Trademarks and Labeling. The Parties Roche shall attempt to use a uniform global trademark and logo for the Product; provided, that each Party may use its own trademarks and housemarks as it selects to promote the sale of the Product in the FMI Territory, with respect to FMI, and the Territory, with respect to Roche (collectively, excluding the housemarks, the “Product Trademarks”). The Parties shall agree on at least […***…] Product Trademarks for each Product, with […***…] of the trademarks being the global trademark trademarks, logos, slogans and the other(s) being trademarks to be held in reserve in case the global trademark cannot be used in […***…] or more countries. The placement and size of a Party’s housemarks relative to Product Trademarks shall be approved by the JOC. Excluding the Roche housemarks, FMI shall own any global Product Trademarks service marks used on or in connection with Licensed Products in the Territory(“Global Trademarks”) worldwide, and shall, at its sole cost, be responsible for selection, procurement, maintenance, enforcement and defense of such global Product Trademarksall trademarks used on or in connection with Licensed Products worldwide. For Program 2 and Program 4, BPM shall have the right to provide input for the Global Trademarks which Roche shall reasonably consider and BPM shall either use the Global Trademarks or may use other trademarks or logos of its own choosing and at its own expense on or in connection with Licensed Products in the BPM Territory. Roche shall have the first right to enforce the Global Trademarks in the Roche Territory. For Program 2 and Program 4, BPM shall have the first right to enforce the Global Trademarks in the BPM Territory. If BPM does not timely enforce the Global Trademarks in the BPM Territory, then Roche shall have the right to enforce the Global Trademarks in the BPM Territory. Prior to commercialization of any Licensed Product in the BPM Territory bearing a Global Trademark, the Parties will enter into a trademark license agreement setting forth customary terms and conditions for using the Global Trademarks and ensuring quality and good will associated with the Global Trademarks. Notwithstanding the foregoing, BPM shall not be obligated to use such Global Trademarks and may instead select and use its own its trademarks, including the Roche trademark logos, slogans and hexagon, and may use the Roche trademarks service marks on or in connection with Licensed Products for Program 2 and Program 4 in the Product BPM Territory (the “BPM Trademarks”). If BPM elects to use BPM Trademarks, BPM shall, at its sole cost, be responsible for selection, procurement, maintenance, and defense of all such BPM Trademarks used on or in connection with Licensed Products. ​ Roche shall have the right to obtain the International Non-proprietary Name (INN) from the World Health Organization and the US Adopted Name (USAN) from the US adopted Names Council (USANC) as set forth the generic name(s) for the Licensed Products worldwide. The Parties shall consult with each other regarding the INN and USAN prior to Roche obtaining the INN and USAN, and Roche shall in good faith consider BPM’s input. ​ In the case of Program 2 and Program 4, if BPM elects to use the Global Trademark, Roche shall grant BPM an exclusive, royalty-free license to use the Global Trademarks for the purpose of Exploiting the Licensed Products in the BPM Territory as permitted by this SectionAgreement. FMI Such trademark license shall be non-transferable, except that the BPM shall have the right to sublicense such rights to its Affiliates and Sublicensees in the BPM Territory. ​ Roche shall maintain all registrations of such Global Trademarks worldwide, and BPM shall not file any identical or similar registrations or other filings in respect of any of such housemarks owned by Global Trademarks without Roche’s prior written consent. FMI BPM shall own its housemark maintain all registrations of such BPM Trademarks, and any trademark it selects to promote the sale of the Product in the FMI Territory. Roche shall not file any identical registrations or other filings in respect of any such trademarks and housemarks owned by FMI. Each Party shall maintain all registrations of such Product BPM Trademarks owned by it and the other Party shall not file any registrations or other filings in respect of any of such Product Trademark owned by the Product Trademark owning Party without the Product Trademark owning PartyBPM’s prior written consent. FMI shall use Commercially Reasonable Efforts to obtain and maintain Product Trademarks and to take reasonable measures to enforce oppositions and litigations in relation to the Product Trademarks. ​ Each Party shall use the Product Global Trademarks in accordance with sound trademark and trade name usage principles and in accordance with all Applicable Law as reasonably necessary to maintain the validity and enforceability of the Product Global Trademarks. Each Party BPM recognizes that the trademarks owned by the other Party represents Roche’s Global Trademarks represent a valuable asset of such other PartyRoche, and that substantial recognition and goodwill are associated with such name, logo and trademarks. Each Party BPM hereby agrees that, without prior written authorization of the other Party or as specifically permitted in this AgreementRoche, it shall not use such other Party’s trademarks Global Trademarks for any purposepurpose except as expressly permitted under this Agreement. Each Party shall have the right to police its own trademarks Roche recognizes that BPM Trademarks represent a valuable asset of BPM, and enforce its own that substantial recognition and goodwill are associated with such name, logo and trademarks. Each Party Roche hereby agrees that, without prior written authorization of BPM, it shall have the right to audit the other Party, its Affiliates, sublicensees/Sublicensees and contractors to ensure the quality of the Products to which the trademark is associated. In the event either Party becomes aware of not use such BPM Trademarks for any infringement of any Product Trademark by a Third Party, such Party shall promptly notify the other Party and the Parties shall consult with each other and jointly determine the best way to prevent such infringementpurpose except as expressly permitted under this Agreement.

Trademarks and Labeling. The Parties shall attempt to use a uniform global trademark and logo for the Product; provided, that each Party may use its own trademarks and housemarks as it selects to promote the sale of - 36 - ***Confidential Treatment Requested*** the Product in the FMI Territory, with respect to FMI, and the Territory, with respect to Roche (collectively, excluding the housemarks, the “Product Trademarks”). The Parties shall agree on at least […***…] Product Trademarks for each Product, with […***…] of the trademarks being the global trademark and the other(s) being trademarks to be held in reserve in case the global trademark cannot be used in […***…] or more countries. The placement and size of a Party’s housemarks relative to Product Trademarks shall be approved by the JOC. Excluding the Roche housemarks, FMI shall own any global Product Trademarks used on or in connection with Products in the Territory, and shall, at its sole cost, be responsible for procurement, maintenance, enforcement and defense of such global Product Trademarks. Roche shall own its trademarks, including the Roche trademark and hexagon, and may use the Roche trademarks in connection with the Product as set forth in this Section. FMI shall not file any identical registrations or other filings in respect of any such housemarks owned by Roche. FMI shall own its housemark and any trademark it selects to promote the sale of the Product in the FMI Territory. Roche shall not file any identical registrations or other filings in respect of any such trademarks and housemarks owned by FMI. Each Party shall maintain all registrations of such Product Trademarks owned by it it, and the other Party shall not file any registrations or other filings in respect of any of such Product Trademark owned by the Product Trademark owning Party without the Product Trademark owning Party’s prior written consent. FMI shall use Commercially Reasonable Efforts to obtain and maintain Product Trademarks Trademarks, and the Parties will reasonably cooperate with one another to take reasonable measures to enforce oppositions and litigations in relation to the Product Trademarks. Each Party shall use the Product Trademarks in accordance with sound trademark and trade name usage principles and in accordance with all Applicable Law as reasonably necessary to maintain the validity and enforceability of the Product Trademarks. Each Party recognizes that the trademarks owned by the other Party represents a valuable asset of such other Party, and that substantial recognition and goodwill are associated with such name, logo logo, and trademarks. Each Party hereby agrees that, without prior written authorization of the other Party or as specifically permitted in this Agreement, it shall not use such other Party’s trademarks for any purpose. Each Party shall have the right to police its own trademarks and enforce its own trademarks. Each Party shall have the right to audit the other Party, its Affiliates, sublicensees/Sublicensees and contractors to ensure the quality of the Products to which the trademark is associated. In the event either Party becomes aware of any infringement of any Product Trademark by a Third Party, such Party shall promptly notify the other Party and the Parties shall consult with each other and jointly determine the best way to prevent such infringement.

Trademarks and Labeling. The Parties shall attempt to use a uniform global trademark and logo for the Product; provided, that each Party may use its own trademarks and housemarks as it selects to promote the sale of the Product in the FMI Territory, with respect to FMI, and the Territory, with respect to Roche (collectively, excluding the housemarks, the “Product Trademarks”). The Parties shall agree on at least […***…] Product Trademarks for each Product, with […***…] of the trademarks being the global trademark and the other(s) being trademarks to be held in reserve in case the global trademark cannot be used in […***…] or more countries. The placement and size of a Party’s housemarks relative to Product Trademarks shall be approved by the JOC. Excluding the Roche housemarks, FMI shall own any global Product Trademarks used on or in connection with Products in the Territory, and shall, at its sole cost, be responsible for procurement, maintenance, enforcement and defense of such global Product Trademarks. Roche shall own its trademarks, including the Roche trademark and hexagon, and may use the Roche trademarks in connection with the Product as set forth in this Section. FMI shall not file any identical registrations or other filings in respect of any such housemarks owned by Roche. FMI shall own its housemark and any trademark it selects to promote the sale of the Product in the FMI Territory. Roche shall not file any identical registrations or other filings in respect of any such trademarks and housemarks owned by FMI. Each Party shall maintain all registrations of such Product Trademarks owned by it it, and the other Party shall not file any registrations or other filings in respect of any of such Product Trademark owned by the Product Trademark owning Party without the Product Trademark owning Party’s prior written consent. FMI shall use Commercially Reasonable Efforts to obtain and maintain Product Trademarks Trademarks, and the Parties will reasonably cooperate with one another to take reasonable measures to enforce oppositions and litigations in relation to the Product Trademarks. Each Party shall use the Product Trademarks in accordance with sound trademark and trade name usage principles and in accordance with all Applicable Law as reasonably necessary to maintain the validity and enforceability of the Product Trademarks. Each Party recognizes that the trademarks owned by the other Party represents a valuable asset of such other Party, and that substantial recognition and goodwill are associated with such name, logo logo, and trademarks. Each Party hereby agrees that, without prior written authorization of the other Party or as specifically permitted in this Agreement, it shall not use such other Party’s trademarks for any purpose. Each Party shall have the right to police its own trademarks and enforce its own trademarks. Each Party shall have the right to audit the other Party, its Affiliates, sublicensees/Sublicensees and contractors to ensure the quality of the Products to which the trademark is associated. In the event either Party becomes aware of any infringement of any Product Trademark by a Third Party, such Party shall promptly notify the other Party and the Parties shall consult with each other and jointly determine the best way to prevent such infringement.

Trademarks and Labeling. The Parties Regeneron shall attempt have the right and responsibility to use a uniform global trademark create, select and logo obtain the International Non-proprietary Name (INN) from the World Health Organization and the US Adopted Name (USAN) from the US Adopted Names Council (USANC) as the generic name(s) for the ProductProducts. The JOC shall select one or more global trademark(s) for use on the Product in the Territory, including any accompanying logos, slogans, trade names, domain names, trade dress or other indicia of origin, excluding the corporate names and logos of either Party (the “Global Trademarks”). If, under Applicable Law, none of the Global Trademarks for a Product can be used for the commercialization of such Product in a country in the Roche Territory, the JOC shall discuss and select one (1) or more alternative trademarks, including any accompanying logos, slogans, trade names, domain names, trade dress or other indicia of origin, for the commercialization of such Product in such country (each, an “Alternative Product Trademark”); provided, that each Party may use its if the Parties are unable to agree on such Alternative Product Trademarks, the JOC shall have the right to select such Alternative Product Trademarks. Regeneron shall own trademarks and housemarks as it selects to promote the sale of the Product all Global Trademarks in the FMI Territory, with respect to FMI, and the Territory, with respect to Roche (collectively, excluding the housemarks, the “Product Trademarks”). The Parties shall agree on at least […***…] Product Trademarks for each Product, with […***…] of the trademarks being the global trademark and the other(s) being trademarks to be held in reserve in case the global trademark cannot be used in […***…] or more countries. The placement and size of a Party’s housemarks relative to Product Trademarks shall be approved by the JOC. Excluding the Roche housemarks, FMI shall own any global Product Trademarks used on or in connection with Products in the Regeneron Territory, and shall, at its sole cost, be responsible for procurement, maintenance, enforcement and defense of such global Product Trademarksall Global Trademarks in the Regeneron Territory. Roche shall own its trademarksall Global Trademarks and, including if applicable, Alternative Product Trademarks, in the Roche trademark and hexagonTerritory, and may use shall, at its sole cost, be responsible for procurement, maintenance, enforcement and defense of Global Trademarks and if applicable, Alternative Product Trademarks, in the Roche trademarks Territory. Each Party shall keep the other Party reasonably informed regarding any material, substantive issue or any opposition, cancellation, invalidity or other proceeding that may be raised or asserted against any application or registration for a Global Trademark, or, with respect to Roche if applicable, Alternative Product Trademark in its Respective Territory. Each Party and its Affiliates and its and their Sublicensees shall not license (or, as applicable, sublicense) rights to use, or otherwise transfer ownership of the Global Trademark(s) or, if applicable with respect to Roche, Alternative Product Trademarks, without the prior written consent of the other Party except with respect to any manufacturing or development activities permitted hereunder. Each Party and its Affiliates and its and their Sublicensees shall only utilize the Global Trademark(s) or, if applicable with respect to Roche, Alternative Product Trademarks, on materials related to the Products in its Respective Territory (including package inserts, packaging, trade packaging, internet pages, social media, advertising and promotional materials used or distributed in connection with the Product as set forth in this Section. FMI shall not file any identical registrations or other filings in respect of any such housemarks owned by Roche. FMI shall own its housemark and any trademark it selects to promote the sale of the Product in the FMI Territory. Roche shall not file any identical registrations or other filings in respect of any such trademarks and housemarks owned by FMIProducts). Each Party shall maintain all registrations of such Product Trademarks owned by agrees that at no time during the Agreement Term will it and the other Party shall not file any registrations or other filings in respect of any of such its Affiliates attempt to use or register in its Respective Territory any trademarks, trade dress, service marks, trade names or domain names confusingly similar to any Global Trademark or, if applicable with respect to Roche, any Alternative Product Trademark owned by the Product Trademark owning Party without the Product Trademark owning Party’s prior written consent. FMI shall use Commercially Reasonable Efforts to obtain and maintain Product Trademarks and to take reasonable measures to enforce oppositions and litigations Trademark, in relation to a product that is not a Product, or take any other action that damages or dilutes the rights to, or goodwill associated with, any Global Trademark or, if applicable with respect to Roche, any Alternative Product Trademark. All use of the Global Trademarks and Alternative Product Trademarks. Each , as applicable, by a Party or its Affiliates or Sublicensees, or, where applicable, its or their distributors, shall use the Product Trademarks be in accordance with sound (a) rules established by the JOC, if any, and (b) quality standards established by the respective trademark and trade name usage principles and owner, in accordance with all Applicable Law as each case ((a) or (b)), that are reasonably necessary in order to maintain preserve the validity and enforceability of the Global Trademarks and Alternative Product Trademarks. Each Party recognizes that the trademarks owned by the other Party represents a valuable asset of such other Party, and that substantial recognition and goodwill are associated with such name, logo and trademarks. Each Party hereby agrees that, without prior written authorization of the other Party or as specifically permitted in this Agreement, it shall not use such other Party’s trademarks for any purpose. Each Party shall have the right to police its own trademarks and enforce its own trademarks. Each Party shall have the right to audit the other Party, its Affiliates, sublicensees/Sublicensees and contractors to ensure the quality of the Products to which the trademark is associated. In the event either Party becomes aware of any infringement of any Product Trademark by a Third Party, such Party shall promptly notify the other Party and the Parties shall consult with each other and jointly determine the best way to prevent such infringementapplicable.

Trademarks and Labeling. The Parties shall attempt to use a uniform global trademark and logo for the Product; provided, that each Party may use its own trademarks and housemarks as it selects to promote the sale of the Product in the FMI Territory, with respect to FMI, and the Territory, with respect to Roche (collectively, excluding the housemarks, the “Product Trademarks”). The Parties shall agree on at least […***…] Product Trademarks for each Product, with […***…] of the trademarks being the global trademark and the other(s) being trademarks to be held in reserve in case the global trademark cannot be used in […***…] or more countries. The placement and size of a Party’s housemarks relative to Product Trademarks shall be approved by the JOC. Excluding the Roche housemarks, FMI shall own any global Product Trademarks used on or in connection with Products in the Territory, and shall, at its sole cost, be responsible for procurement, maintenance, enforcement and defense of such global Product Trademarks. Roche shall own its trademarks, including the Roche trademark and hexagon, and may use the Roche trademarks in connection with the Product as set forth in this Section. FMI shall not file any identical registrations or other filings in respect of any such housemarks owned by Roche. FMI shall own its housemark and any trademark it selects to promote the sale of the Product in the FMI Territory. Roche shall not file any identical registrations or other filings in respect of any such trademarks and housemarks owned by FMI. Each Party shall maintain all registrations of such Product Trademarks owned by it it, and the other Party shall not file any registrations or other filings in respect of any of such Product Trademark owned by the Product Trademark owning Party without the Product Trademark owning Party’s prior written consent. FMI shall use Commercially Reasonable Efforts to obtain and maintain Product Trademarks Trademarks, and the Parties will reasonably cooperate with one another to take reasonable measures to enforce oppositions and litigations in relation to the Product Trademarks. Each Party shall use the Product Trademarks in accordance with sound trademark and trade name usage principles and in accordance with all Applicable Law as reasonably necessary to maintain the validity and enforceability of the Product Trademarks. Each Party recognizes that the trademarks owned by the other Party represents a valuable asset of such other Party, and that substantial recognition and goodwill are associated with such name, logo logo, and trademarks. Each Party hereby agrees that, without prior written authorization of the other Party or as specifically permitted in this Agreement, it shall not use such other Party’s trademarks for any purpose. - 38 - ***Confidential Treatment Requested*** Each Party shall have the right to police its own trademarks and enforce its own trademarks. Each Party shall have the right to audit the other Party, its Affiliates, sublicensees/Sublicensees and contractors to ensure the quality of the Products to which the trademark is associated. In the event either Party becomes aware of any infringement of any Product Trademark by a Third Party, such Party shall promptly notify the other Party and the Parties shall consult with each other and jointly determine the best way to prevent such infringement.