Common use of Trademarks Clause in Contracts

Trademarks. Nuvios shall identify and select one or more trademarks to be used to register, distribute and promote Licensed Product in the Territory (collectively, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Product.

Trademarks. Nuvios (a) CBS shall identify deliver to MarketWatch a copy of each CBS Mark xx the form in which such Mark xxx xx used by MarketWatch hereunder. Both parties acknowledge that the CBS Marks are trademarks exclusively owned or controlled by CBS Broadcasting Inc. and select one that all uses by MarketWatch of such CBS Marks shall inure to CBS's benefit. MarketWatch shall maintain CBS quality standards with respect to its use of the CBS Marks, and otherwise use the CBS Marks subject to any reasonable restrictions or more trademarks to be used to register, distribute and promote Licensed Product requirements disclosed by CBS (including any requirements/restrictions delineated in the Territory CBS License Guidelines). (collectivelyb) In the event that during the term of this Agreement MarketWatch shall create any proprietary right in any CBS Marks, “Nuvios Trademarks” as a result of the exercise by MarketWatch of any right granted to it hereunder, such proprietary right shall immediately vest in CBS and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen MarketWatch shall be authorized to use such new proprietary right as though same had specifically been included in this Agreement. (a) MarketWatch shall not avail itself of file any license on application in any Nuvios Trademark, shall not country to register a trademark which contains "CBS," the CBS "eye" or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, or misleading with respect to the CBS Marks or any Nuvios Trademark other CBS trademark. If any application for registration is filed in any countrycountry by MarketWatch in contravention of this paragraph 4.2, except Japan where Ipsen CBS shall have the right to take appropriate action against MarketWatch, including seeking injunctive relief, to prohibit or Teijin may otherwise restrain MarketWatch's use of the Nuvios Trademark infringement party's use of the infringing mark. (b) MarketWatch shall furnish CBS proofs of all materials bearing any CBS Marks (including, without limitation, advertising and publicity materials). MarketWatch will not authorize full scale production of any such material until after obtaining CBS's written approval in each instance. Any changes in such event, Nuvios material shall grant appropriate license free also be subject to CBS's prior written approval. Approval by CBS shall not relieve MarketWatch of charge any of its warranties or obligations under this Agreement and all materials that bear any CBS Marks shall strictly conform with the samples and proofs approved by CBS. Samples and materials to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except be approved by CBS shall be submitted to the extent provided Associate General Counsel, Contracts, Rights and Development, CBS Law Department and/or such other person that may be designated in the next sentence)writing by CBS. Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Product.The materials

Trademarks. Nuvios shall identify and select one (1) The Grantor (either itself or more trademarks through licensees) will, with respect to each Trademark identified in Exhibit B, as Exhibit B may be amended, supplemented or otherwise modified from time to time, (i) continue to use or have used such Trademark to registerthe extent necessary to maintain such Trademark in full force free from any claim of abandonment for non-use, distribute and promote Licensed Product (ii) maintain as in the Territory (collectively, “Nuvios Trademarks” past the quality of products and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall not avail itself of any license on any Nuvios services offered under such Trademark, shall (iii) employ such Trademark with the appropriate notice of registration, (iv) not register adopt or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name xxxx which is confusingly similar or a colorable imitation of such Trademark unless the same asCollateral Agent, for the ratable benefit of the Holders, shall obtain a first priority perfected security interest in the Company’s interest in such xxxx pursuant to this Agreement, and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become invalidated. (2) The Grantor will promptly notify the Collateral Agent if any application or registration relating to any Trademark may become abandoned, canceled or denied, or confusingly similar toof any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any Nuvios Trademark proceeding in the PTO or any court or tribunal in any country) regarding the Grantor’s ownership interest in such Trademark or its right to register the same or to keep and maintain the same. (3) The Grantor will, except Japan where Ipsen with respect to any Trademark that the Grantor registers after the Issuance Date or Teijin any Trademark License that the Grantor acquires after the Issuance Date, promptly (i) take all actions necessary so that the Collateral Agent, for the ratable benefit of the Holders, shall obtain a perfected security interest in such Trademark or Trademark License and (ii) provide to the Collateral Agent a revised Exhibit B listing all registered Trademarks and all Trademark Licenses in which the Grantor has an interest. (4) Upon request of the Collateral Agent, the Grantor shall execute and deliver any and all agreements, instruments, documents, and papers as the Collateral Agent may use request to evidence the Nuvios Collateral Agent’s security interest in any Trademark and in the goodwill and general intangibles of the Grantor relating thereto or represented thereby, and the Grantor hereby constitutes the Collateral Agent its attorney-in-fact to execute and file all such eventwritings for the foregoing purposes, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use all acts of such Nuvios attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable until the Grantor shall have paid and performed in full all of its obligations under the Transaction Documents. (5) The Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the PTO, to maintain and pursue each application (and to obtain the relevant registration) and to maintain the registration of the Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (6) In the event that any Trademark in Japan (except to the extent provided included in the next sentence). Nuvios Collateral is infringed, misappropriated or diluted by a third party, the Grantor shall own andnotify the Collateral Agent and shall, at its costif appropriate, shall be responsible xxx for procurementinfringement, registrationmisappropriation or dilution, maintenance seeking injunctive relief where appropriate and enforcement of to recover any and all Nuvios Trademarks used damages for such infringement, misappropriation or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same asdilution, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Producttake such other action as the Grantor reasonably deems appropriate under the circumstances to protect such Trademark.

Trademarks. Nuvios 4.1 BMS hereby grants to NA and NA hereby accepts the right to resell the Products supplied by BMS to NA in packages bearing the trademarks listed in Exhibit D (“Trademarks”) and in promotional materials related to such Products. The rights granted NA hereunder to use the Trademarks shall identify and select one in no way affect BMS’s ownership of such Trademarks. No other right, title or more trademarks to be used to register, distribute and promote Licensed Product interest in the Territory (collectivelyTrademarks is established hereby, “Nuvios Trademarks” and each individually a “Nuvios Trademark”)nothing herein shall be construed to grant any right or license to NA to use the BMS logo or the BMS trade name, other than as specifically set forth herein. Unless otherwise agreed between The parties agree and understand that this Section 4.1 does not expand the Parties, Ipsen rights granted to NA under Article 1. 4.2 NA shall not avail itself make any use or take any action with respect to the Trademarks to prejudice or infringe BMS’s rights thereto including the use of any confusingly similar trademark and shall forthwith, upon objection by BMS, desist from any use thereof or action therewith which is in violation of this Agreement. 4.3 NA will only market the Products using the relevant Trademarks during the term of this Agreement. Upon termination or expiration of this Agreement, NA will cease all use of the Trademarks and the license on any Nuvios Trademark, shall not register or to use any Nuvios Trademark such Trademarks granted hereunder shall immediately cease and be deemed canceled. 4.4 NA will use the Trademarks in strict accordance with the instructions given by BMS, and shall not licensemake any changes in connection therewith without first obtaining BMS’s written consent. NA further agrees that at all times the Trademarks shall be used in accordance with good trademark practice, register including notation of the fact that they are trademarks belonging to BMS and use of the appropriate notice of registration. BMS reserves the right to unilaterally determine the adequacy of the use and protection given the Trademarks by NA as set forth herein. 4.5 NA shall promptly notify BMS, in writing, of any conflicting use of, and applications or use registrations for, any other trademark or trade name which is of the same asTrademarks, or confusingly similar toany acts of infringement, or acts of unfair competition involving the Trademark, after such matters are brought to its attention or it has knowledge thereof. NA further agrees to assist BMS, at BMS’s expense, in registering or perfecting BMS’s rights to the Trademarks in the Territory. 4.6 In the event of any Nuvios Trademark in claim or litigation by a third party against NA alleging that any country, except Japan where Ipsen of the Trademarks imitates or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use infringes a trademark of such Nuvios Trademark in Japan (except third party or is invalid, NA shall promptly give notice of such claims or litigation to the extent provided in the next sentence). Nuvios BMS and BMS shall own and, at its cost, shall be responsible assume responsibility for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all control of the costs and expenses handling, defense, or settlement thereof. NA shall cooperate fully with BMS during the pendency of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all claim or litigation. BMS shall keep NA notified of the provisions current status of any trademark claim, litigation or infringement of any of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark Trademarks and shall not licensepermit NA to assume the handling, register defense or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productsettlement thereof if BMS declines to do so.

Trademarks. Nuvios shall identify (a) The Bank acknowledges that, as between NextCard and select one the Bank, NextCard owns and will own the service marks "NextBank," "NextCard," "Credit Choice," and derivatives of the foregoing, and any other presently existing or more trademarks to be used to registerfuture trademarks, distribute service marks, trade names, rights in packaging, rights of publicity, merchandising rights, advertising rights, and promote Licensed Product in similar rights by which the Territory Program is or becomes known or with which the Program is or becomes associated, other than the mark "Xxritage" and derivatives thereof (collectively, “Nuvios Trademarks” the "NextCard Marks"). (b) The Bank acknowledges that, as between NextCard and each individually the Bank, NextCard owns all rights in the URL addresses used in conjunction with the Program, including without limitation "nextxxxx.xxx," "NextXxxx.xxx," xnd "credxxxxxxxx.xxx." (c) NextCard acknowledges that, as between NextCard and the Bank, the Bank owns the service mark "Xxritage" and derivatives thereof (collectively, the "Bank Marks"). (d) All goodwill that is or becomes associated with the above-referenced marks as a “Nuvios Trademark”)result of the use of such marks in association with the Program will accrue solely to the benefit of the respective owner of such marks. Unless otherwise agreed between the PartiesAfter termination of this Agreement, Ipsen shall not avail itself any party may use its marks free of any license on any Nuvios Trademarkclaim whatsoever of ownership or interest by the other party. (e) The Bank hereby licenses to NextCard during the term of this Agreement the use of the "Heritage" mark xxxely in connection with the performance of its marketing and other obligations hereunder. Specifically for purposes of identifying the Visa card issuer, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin NextCard may use the Nuvios Trademark "Heritage" mark xx any marketing or advertising materials relating to the Program. NextCard will follow the Bank's instructions regarding the appearance, use and in display of such eventmark, Nuvios shall grant appropriate license free xxbject to any requirements of charge Visa and any regulatory requirements. (f) NextCard hereby licenses to Ipsen or Teijin for the Bank during the term of this Agreement the use of the Program Materials and the mark "XxxtCard" to identify the Card and the Program. The Bank will follow NextCard's instructions regarding the appearance, use, and display of such Nuvios Trademark in Japan (except mark, xxbject to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance any requirements of Visa and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productregulatory requirements.

Trademarks. Nuvios (a) Subject to the approval of the applicable Suppliers, Seller grants to Purchaser the non-exclusive right to use such Supplier’s Proprietary Marks, if applicable, at the SHC Sites in connection with the advertising, marketing, and resale of the branded petroleum products purchased from Seller under this Agreement. Purchaser agrees that with respect to any SHC Site where it sells branded product, petroleum products of other Suppliers or unbranded products will not be sold by Purchaser under the applicable Supplier’s Proprietary Marks. Purchaser understands, acknowledges, and agrees that the applicable Suppliers may promulgate from time to time standards, policies, guidelines, procedures, marketing programs and other requirements (“Image and Operations Guidelines”) regarding image, signage, appearance, station operations, and other matters related to the sale of motor fuels under the Proprietary Marks of such Suppliers. Purchaser shall, at its own expense, comply fully with the Image and Operations Guidelines of the applicable Suppliers and cause its employees to do the same. (b) Subject to Purchaser’s approval, Seller shall identify and select one have the right to substitute the Proprietary Marks of another Supplier or more trademarks to be used to registerany new supplier for any existing Supplier for any SHC Site (each such substitute, distribute and promote Licensed Product in the Territory (collectively, “Nuvios Trademarks” and each individually a “Nuvios TrademarkSubstituted Supplier”). Unless otherwise agreed between In the Partiesevent of such substitution, Ipsen all references to the Supplier in this Agreement shall be deemed to refer to the Substituted Supplier and all references to the Proprietary Marks shall be deemed to refer to the trademarks, brand names, and/or other brand identifications of said Substituted Supplier. (c) Upon sixty (60) days’ advance written or electronic notice to Seller, Purchaser may request a change of brand at any SHC Site by submitting a Supply Change Request as noted in Paragraph 2 above. Seller shall use commercially reasonable efforts to obtain authorization from the requested Supplier for such brand change. If brand authorization is not avail itself obtained, Seller shall either (i) continue supplying the existing brand, or (ii) supply unbranded product, subject to Purchaser reimbursing Seller for any costs incurred by Seller as the result of any license on such rebranding (or attempted rebranding). (d) Any costs related to branding an SHC Site will be at the expense of Purchaser, and any Nuvios Trademarkpenalties or costs, including, but not limited to, image repayment or recapture obligation, incurred by Seller as the result of debranding a site will be passed through to Purchaser. (e) Upon termination, nonrenewal, or expiration of this Agreement or prior thereto upon demand by Seller or Supplier, Purchaser’s right to use the Proprietary Marks will terminate, and Purchaser shall not register discontinue the posting, mounting, display or other use of the applicable Suppliers’ Proprietary Marks. In the event that Purchaser fails to do so to the satisfaction of Seller or Supplier, subject to applicable law, Seller and Supplier (i) shall have the right to cause any and all signage, placards, and other displays bearing the Proprietary Marks to be removed from the SHC Sites; and (ii) shall have the right to use any Nuvios Trademark and shall not licensemeans necessary to remove, register cover or use any other trademark or trade name which is obliterate the same asProprietary Marks, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except including entry to the extent provided in SHC Sites to do so. In the next sentence). Nuvios event the Seller or Supplier take any such action hereunder, Purchaser shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of bear all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses thereof, including without limitation the costs of Nuvios in connection with procuringremoving, registeringobliterating, maintaining or covering the Proprietary Marks and enforcing Nuvios Trademarks in Japanattorney fees and other legal costs and expenses. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all Under no circumstances will Purchaser display signage bearing the Proprietary Marks of the provisions applicable Supplier at any SHC Site without the prior written approval of Seller. (f) Purchaser acknowledges and understands that it is not an owner or a licensee of the first paragraph of this Section 11.1 that are applicable to IpsenProprietary Marks. Unless otherwise agreed between the Parties, Nuvios Purchaser shall not avail itself mix, commingle, blend, adulterate, or otherwise change the composition of any license on of the product(s) purchased hereunder and resold by Purchaser at a particular SHC Site under said Proprietary Marks of the Supplier of such SHC Site with other products or substances in any Ipsen Trademarkmanner. (g) Seller and the applicable Suppliers are hereby given the right to enter the SHC Sites to examine at any time, and from time to time, the contents of Purchaser’s tanks or containers in which said product(s) purchased hereunder are stored and to take samples therefrom, and if in the opinion of Seller or Supplier any samples thus taken are not said product(s) and in the condition in which delivered by Seller to Purchaser then Seller may at its option terminate this Agreement. (h) Purchaser shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same astake no action, or confusingly similar tootherwise do anything, any Ipsen Trademark in France. Ipsen shall own andor fail to do anything that will diminish, at its costreduce, shall be responsible for procurementinjure, maintenance and enforcement dilute, or otherwise damage the value of all Ipsen Trademarks used the Proprietary Marks or registered in connection with any Licensed Producttrademarks or other identifications of Supplier.

Trademarks. Nuvios 14.1 During the Term of this Agreement, the Dealer shall identify and select one or more trademarks have the limited, non-exclusive, royalty-free right to be used to register, distribute and promote Licensed Product in the Territory (collectively, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with the promotion and sale of Products in the Territory, provided however that the Dealer obtain the Corporation's prior written consent to use the Trademarks in catalogues, promotional materials, and advertising materials. 14.2 Use of the Trademarks shall conform to the following requirements: (a) The Dealer shall not use the Trademarks in any Licensed Productmanner other than as set forth in Section 14.1 above without the prior written approval of the Corporation. (b) The Dealer shall not put or retain the Trademarks in the Dealer's own name or any business name; (c) The Dealer shall not use the Trademarks in any manner which suggests an affiliation with the Corporation other than that of Dealer of the Products; (d) The Dealer shall not add to, or use with, the Trademarks, any other trade name, trademark, symbol or device without the prior written approval of the Corporation. (e) The Dealer shall employ any symbol or notice with the Trademarks which the Corporation advises is necessary, from time to time, to identify and protect the interest of the Corporation in the Trademarks. (f) The Dealer shall apply no other trade name or trade name, nor any labels, signs or markings of any kind to the Products without the prior written consent of the Corporation. 14.3 The Dealer hereby acknowledges that the Corporation (or Licensors of the Corporation) are the sole owners of the Trademarks and the goodwill pertaining thereto and that nothing contained herein shall constitute an assignment of the Trademarks or grant to Dealer any right, title or interest therein, except the right to use it as set forth in this Article 14. The Dealer agrees that Ipsen it will not contest the Corporation's (or Teijin shall pay for all the Corporation's Licensors') ownership of the costs and expenses Trademarks, either during or after the Term. 14.4 The Dealer shall notify the Corporation in writing of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios any infringement of the Trademarks in Japan. Ipsen shall identify and select one the Territory, of any applications or more trademarks Ciralight Global, Inc. Non-Exclusive Dealer Agreement registrations for the Trademarks or marks similar to be used to registerthe Trademarks within the Territory, distribute and promote such Licensed Product under Ipsen Regulatory Approvals of any suit or proceeding or action of unfair competition involving the Trademarks in France (collectivelythe Territory, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided promptly after it has notice thereof. 14.5 The Dealer agrees that, upon the termination of this Agreement, it shall have no interest in identifyingor right to use the Trademarks in any manner or for any purpose whatsoever, selectingexcept for the limited right to sell its then remaining inventory of Products bearing the Trademarks. 14.6 If the Dealer acquires any rights to the Trademarks for any reason, registering and/or using any it undertakes to promptly return such Ipsen Trademark, Ipsen complies with all rights to the Corporation immediately and without expense to the Corporation. 14.7 The Corporation represents and warrants to the Dealer that (i) it is the registered owner of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which Trademarks and/or is the same assole authorized licensee of such Trademarks in the Territory, or confusingly similar topursuant to valid license agreements and (ii) it has the right, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance power and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productauthority to enter into this Agreement and to grant to the Dealer the rights granted hereby.

Trademarks. Nuvios shall identify Centocor has applied for the AVAKINE trademark for the Product in the United States and select one or more trademarks to be used to register, distribute and promote Licensed Product in certain countries in the Territory (collectively, “Nuvios Trademarks” and each individually a “Nuvios the "Trademark”"). Unless otherwise agreed between the Parties, Ipsen shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, Centocor shall be responsible for procurementfiling, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuringprosecuting, registering, maintaining and enforcing Nuvios Trademarks protecting the Trademark in Japanall countries in the Territory. Ipsen Schering-Plough recognizes that the Trademark is a trademark of Centocor and that Schering-Plough has no right or interest in the Trademark other than those rights explicitly granted in this Agreement. Centocor hereby grants to Schering-Plough the royalty-free right, exclusive even as to Centocor, to use during the term of this Agreement, the Trademark in the Territory for the purpose of co-promoting, marketing, selling and distributing the Product purchased by Schering-Plough from Centocor under the terms of this Agreement. To the extent that Schering-Plough is processing, packaging and labeling the Product pursuant to Section 5.1, Centocor further grants to Schering-Plough the right to use the Trademark for the purpose of processing, packaging and labeling the Product for use in the Territory. If Centocor commences co-promotion of the Product in the Core Co-promotion Territory and any other countries in the Territory pursuant to Section 2.1(b), Schering-Plough shall identify grant back to Centocor the right to use the Trademark in those countries for the purposes of co-promoting the Product. All rights of Schering-Plough under this Section will terminate immediately upon the termination or expiration of this Agreement. When packaged for sale in the Territory, the Product will bear the Trademark, the Schering-Plough trade dress and select the name and/or logo of the appropriate Schering-Plough local entity as permitted under applicable laws and regulations. Schering-Plough will assist Centocor as may be necessary (including by executing any necessary documents) in recording Schering-Plough as a licensee of any registration of the Trademark and Schering-Plough hereby agrees that such recording may be cancelled by Centocor on termination of this Agreement for whatever reason and that it will assist Centocor to the extent reasonably necessary to achieve such cancellation including by executing any necessary documents. In the event that the Trademark cannot be used in one or more trademarks countries in the Territory, or if it is agreed by the Product Committee that a different trademark is to be used other than or in addition to registerthe Trademark in any country in the Territory, distribute then the parties shall agree on a trademark and promote Centocor shall determine the availability and shall diligently file for and prosecute such Licensed Product under Ipsen Regulatory Approvals in France (collectivelytrademark, “Ipsen Trademarks” and each individually an “Ipsen Trademark”)which shall thereafter be treated as the Trademark for the purposes of this Agreement. If the trademark selected by the parties is already owned by Schering-Plough, provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with then the parties shall enter into a suitable agreement pursuant to which Schering-Plough shall assign all of its rights, title and interest in and to said trademark to Centocor in return for a payment of [***]. If the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Partiestrademark is acquired from a third party, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, then Centocor shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productacquiring said trademark.

Trademarks. Nuvios (a) National hereby assigns all of its right, title and interest, including associated goodwill, in Assigned Trademarks to Fairchild. National shall identify by the Closing Date execute and select one deliver to Fairchild all instruments necessary to execute and record the transfer of the Assigned Trademarks. National represents and warrants that to its Knowledge the U.S. trademarks set forth in Exhibit 1.5 are free and clear of all liens, encumbrances and adverse claims and are free of all licenses to third parties except as set forth in Exhibit 2.1(a). At the Closing, National shall provide Fairchild with all of its files for each trademark registration or more trademark registration application included under Assigned Trademarks. Fairchild assumes no obligation to prosecute, maintain, enforce or defend the Assigned Trademarks or to otherwise undertake any proceeding, judicial or otherwise, in reference to the Assigned Trademarks; provided, however, that if Fairchild determines to abandon any Assigned Trademark Fairchild shall give at least 90 days prior written notice to National and offer to assign such Assigned Trademark to National. National shall have notified Fairchild prior to the Closing Date of any judicial or administrative proceedings involving the Assigned Trademarks of which it has Knowledge including, but not limited to, (i) proceedings asserting infringement, invalidity or unenforceability and (ii) opposition, concurrent use or cancellation proceedings. National retains sole ownership of any rights in the name Xxxxxxxxx Research Center. (b) In a first transitional trademark license, subject to the terms of this Agreement, for any trademark owned or controlled by National that is not an Assigned Trademark but that is used in connection with a Business Product so as to be visible to customers without magnification (e.g., outside of the package), National hereby grants Fairchild a limited worldwide, paid-up, royalty-free, non-exclusive license under such trademarks to be used make, have made, use, offer for sale, promote, affix upon, import, package, sell or modify any Business Product. Fairchild shall have no right to registersublicense such trademarks. This license under Section 2.1(b) is granted for transition purposes only and Fairchild agrees to use its Best Efforts to cease such use of National trademarks as soon as practicable, distribute and promote Licensed Product in but not later than the Territory second anniversary of the Closing Date. (collectively, “Nuvios Trademarks” and each individually c) In a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not second transitional trademark license, register subject to the terms of this Agreement, for any trademark owned or use any other trademark or trade name which controlled by National that is the same asnot an Assigned Trademark but that is used in connection with a Business Product, or confusingly similar toNational hereby grants Fairchild a limited worldwide, any Nuvios Trademark in any countrypaid-up, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in royalty-free, non-exclusive license under such eventtrademarks, Nuvios shall grant appropriate license free of charge limited to Ipsen or Teijin for use of such Nuvios Trademark trademark as embedded in Japan (except Business Products, maskworks and Business Product-Specific Software, to the extent provided in the next sentence)design, develop, make, have made, use, offer for sale, promote, affix upon, import, package, sell or modify any Business Product. Nuvios Fairchild shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japanhave no right to sublicense such trademarks. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product This license under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Product.2.1

Trademarks. Nuvios (a) The applicable Tetraphase Entity(ies) shall identify own all rights to the Product Trademark(s) developed or used by the Tetraphase Entities with respect to the Commercialization of Licensed Products outside of the Territory (the “Tetraphase Trademarks”), and select all goodwill associated therewith, in each country of the world. The applicable Tetraphase Entity(ies) shall also own rights to any Internet domain names incorporating any Tetraphase Trademark or any variation or part of any Tetraphase Trademark as its URL address or any part of such address. No Licensee Entity shall use any Tetraphase Trademark without Tetraphase’s prior written consent. (b) Licensee will develop and propose for the JCC’s review and comment, which comments shall be considered in good faith by Licensee, one or more trademarks Product Trademark(s) for use by the Licensee Entities in the Field in the Territory. Any Product Trademark(s) (other than the Tetraphase Trademarks that Tetraphase permits Licensee to be use) that are used by any Licensee Entity to register, distribute and promote Commercialize Licensed Product Products in the Field in the Territory are hereinafter referred to as the “Licensee Trademarks.” The applicable Licensee Entity(ies) shall own all rights to Licensee Trademarks and all goodwill associated therewith, in each country of the world. The applicable Licensee Entity(ies) shall also own rights to any Internet domain name incorporating any Licensee Trademark or any variation or part of any Licensee Trademark as its URL address or any part of such address. No Tetraphase Entity shall use any Licensee Trademarks to Commercialize any Licensed Product without Licensee’s prior written consent. (collectivelyc) Any use of Tetraphase’s corporate name by any Licensee Entity shall require the prior written consent of Tetraphase. (d) Except as expressly provided herein, “Nuvios Trademarks” or except as otherwise required by applicable Law or agreed by the Parties in advance in writing, neither Party shall have any right to use the other Party’s or the other Party’s Affiliates’, and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen Licensee shall not avail itself of have any license on any Nuvios Trademark, shall not register or right to use any Nuvios Trademark and shall not licenseTetraphase Entity’s, register corporate names or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered logos in connection with any Licensed Product, except that Ipsen Development or Teijin shall pay for all Commercialization of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Product.

Trademarks. Nuvios shall identify and select (a) All Product units sold by Supplier to CMS will bear one or more of the trademarks or trade names (including, but not limited to, the name Triage(TM)) relating to be used to register, distribute and promote Licensed the Product in the Territory (collectively, “Nuvios Trademarks” the "Supplier Marks"), and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen CMS shall not avail itself of any license on any Nuvios Trademarkalter, shall not register remove or use any Nuvios Trademark and shall not licensemodify the Supplier Marks, register or use nor affix any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in Product, without the next sentence)prior written consent of Supplier. Nuvios CMS shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement not utilize any of all Nuvios Trademarks used or registered the Supplier Marks in connection with any Licensed Product, except that Ipsen promotional brochures or Teijin shall pay for all advertising materials relating to the Product without the prior written consent of Supplier. Supplier's consent to the use of the costs Supplier Marks shall be conditioned upon such brochure or advertising materials clearly indicating Supplier's ownership of the Supplier Marks. (b) All Product units purchased by CMS hereunder shall be marketed by it in the original packages under the original labels provided by Supplier, and CMS shall make no (c) Nothing in this Agreement shall be construed as granting CMS any license or interest in the Supplier Marks, and CMS acknowledges that it has been advised by Supplier of Supplier's claim of ownership of the Supplier Marks. CMS agrees that it will do nothing inconsistent with such ownership and that all use of the Supplier Marks will inure to the benefit of and be on behalf of Supplier. Specifically, CMS agrees that: it will not challenge the validity of, or Supplier's ownership of, any of the Supplier Marks; it will not take any action that is inconsistent with, or may impair, Supplier's right, title and interest to the Supplier Marks; it will not represent to any third party that it has any ownership interest in the Supplier Marks; it will not adopt any trademarks that are confusingly or deceptively similar to the Supplier Marks; and it will, at Supplier's sole cost and expense, execute and deliver to Supplier any and all documents which Supplier may request to confirm in Supplier all right, title and interest in the Supplier Marks. (d) CMS shall make no statement to the press relating or referring to the Product without the prior written approval of Supplier. (e) CMS shall promptly notify Supplier in writing of any challenges to the validity, infringement on or unauthorized use of any of the Supplier Marks, actual or threatened, that may come to CMS's attention. CMS shall, at Supplier's request, provide Supplier with all reasonable assistance in initiating and prosecuting any legal action against any infringer of any of the Supplier Marks, it being understood that Supplier will assume all expenses of Nuvios in connection with procuringsuch protection. (f) Supplier recognizes that CMS is the owner of the trademarks and trade names denoting CMS or CMS products, registeringwhich it may elect to use in the promotion and sale of the Product, maintaining and enforcing Nuvios Trademarks that Supplier has no right or interest in Japan. Ipsen such trademarks or trade names; provided, however, that except as otherwise set forth in Section 7(b) hereof, no CMS labels, package inserts or other material shall identify and select one or more trademarks accompany the Product without the approval of Supplier. (g) Upon termination of this Agreement, CMS shall continue to be used entitled to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of utilize the provisions of Supplier Marks on the first paragraph of this Section 11.1 that are applicable terms agreed to Ipsen. Unless otherwise agreed between previously by the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered parties in connection with any Licensed Product.CMS's promotion, marketing, distribution and sale of Product units remaining in CMS's inventory and not repurchased by Supplier. Thereafter, CMS shall terminate all use of Supplier Marks, and shall at Supplier's request and at Supplier's expense, destroy or return to Supplier all literature and other advertising and promotional materials bearing the Supplier Marks. In the event of termination or expiration of this Agreement, CMS agrees to cooperate with Supplier and to execute

Trademarks. Nuvios shall identify 4.1 The Trust or its affiliates own all right, title and select one or more trademarks interest in and to be used to registerthe name, distribute trademark and promote Licensed Product in the Territory (collectively, service xxxx “Nuvios TrademarksXxxxxxxxxx” and each individually such other trade names, trademarks and service marks as may be set forth on Exhibit C, as amended from time to time by written notice from the Trust to Company (the “Touchstone licensed marks”) and is authorized to use and to license other persons to use such marks. Company is hereby granted a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall not avail itself of any non-exclusive license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may to use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered Touchstone licensed marks in connection with any Licensed ProductCompany’s performance under this Agreement, subject to the terms and conditions set forth in this section. 4.2 The grant of license to Company (the “licensee”) shall terminate automatically upon termination of this Agreement. Upon automatic termination, the licensee shall cease to use the Touchstone licensed marks, except that Ipsen or Teijin Company shall pay for all have the right to continue to service any outstanding Contracts bearing any of the costs Touchstone licensed marks. Upon the Trust’s elective termination of this license, Company shall immediately cease to issue any new annuity or life insurance contracts bearing any of the Touchstone licensed marks and shall likewise cease any activity which suggests that it has any right under any of the Touchstone licensed marks or that it has any association with the Trust, except that Company shall have the right to continue to service outstanding Contracts bearing any of the Touchstone licensed marks. 4.3 During the term of this grant of license, the Trust may request that a licensee submit samples of any materials bearing any of the Touchstone licensed marks which were previously approved by the Trust but, due to changed circumstances, the Trust may wish to reconsider. If, on reconsideration, or on initial review, respectively, any such samples fail to meet with the written approval of the Trust, then the licensee shall immediately cease distributing such disapproved materials. The Trust’s approval shall not be unreasonably withheld, and the Trust or its affiliates, when requesting reconsideration of a prior approval, shall assume the reasonable expenses of Nuvios withdrawing and replacing such disapproved materials. The licensee shall obtain the prior written approval of the Trust for the use of any new materials developed to replace the disapproved materials, in connection with procuring, registering, maintaining the manner set forth above. 4.4 The licensee hereunder: (i) acknowledges and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided stipulates that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all to the best of the provisions knowledge of the first paragraph licensee, the Touchstone licensed marks are valid and enforceable trademarks and/or service marks and that such licensee does not own the Touchstone licensed marks and claims no rights therein other than as a licensee under this Agreement; (ii) agrees never to contend otherwise in legal proceedings or in other circumstances; and (iii) acknowledges and agrees that the use of the Touchstone licensed marks pursuant to this Section 11.1 that are applicable grant of license shall inure to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself benefit of any license on any Ipsen Trademark, shall not register the Trust or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productaffiliates.

Trademarks. Nuvios shall identify (a) Jingfeng may, at its sole discretion, use its own trademarks, trade names, commercial symbols or logos for the marketing and select sale of the Licensed Products in the Territory. Jingfeng may apply for one or more trademarks to be used to register, distribute and promote Licensed Product in the Territory in its own name and as the exclusive owner thereof with respect to the Licensed Products, provided that Jingfeng may use trademarks, trade names, company name, logos or other marks that are the same as or similar to the Trademarks only with Carbylan’s prior written consent and pursuant to terms and conditions of this Agreement. (collectively, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen b) Jingfeng shall not avail itself use or permit or authorize any Affiliate or Sublicensee to use the Trademarks as part of a corporate name or tradename without the express prior written consent of Carbylan and Jingfeng shall not permit or authorize use of the Trademarks in such a way so as to give the impression that the Trademarks, or any modifications thereof, are the property of Jingfeng. (c) Jingfeng shall cooperate fully and in good faith with Carbylan for the purpose of securing and preserving Carbylan’s rights in and to the Trademarks, [*]. Nothing contained in this Agreement shall be construed as an assignment or grant to Jingfeng of any right, title or interest in or to the Trademarks, it being understood that all rights relating thereto are reserved by Carbylan, except for the license on any Nuvios Trademarkhereunder to Jingfeng of the right to use the Trademarks only as specifically and expressly provided herein. Jingfeng further agrees that Carbylan is and will continue to be the sole and exclusive owner of all rights, shall not register or use any Nuvios Trademark title and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios interest in and to each Trademark in any country, except Japan where Ipsen form or Teijin may use the Nuvios Trademark embodiment thereof and in such event, Nuvios shall grant appropriate license free of charge to Ipsen agrees that all goodwill associated with or Teijin for use of such Nuvios Trademark in Japan (except attached to the extent provided Trademark arising out of the use thereof by Jingfeng shall inure to the benefit of Carbylan. (d) Jingfeng agrees that it will not, during the Term or thereafter, attack Carbylan’s title or rights in and to the Trademarks in the next sentence)Territory or the validity of Carbylan’s Trademarks. Nuvios shall own and[*] Certain 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. (e) The nature and quality of the Licensed Products, at its costand all advertising and promotional uses of the Trademarks by Jingfeng, shall be responsible conform to or exceed industry standards for procurement, registration, maintenance products similar to the Licensed Products. (f) Jingfeng agrees to comply with all Applicable Laws pertaining to the proper use and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all designation of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Product.

Trademarks. Nuvios 3.5.1 LIGAND shall identify be entitled to market the PRODUCT in the TERRITORY under the ELAN TRADEMARK. 3.5.2 ELAN hereby grants to LIGAND a non-exclusive royalty free license in the TERRITORY for the INITIAL PERIOD (and select one thereafter for as long as LIGAND continues to import, make or more have made, use, offer for sale or sell the PRODUCT in the TERRITORY in accordance with the provisions of Clause 12.2) to use the ELAN TRADEMARK solely for the purposes of exercising its rights and performing its obligations under this Agreement and the following provisions shall apply as regards the use of the ELAN TRADEMARK by LIGAND: (1) LIGAND shall ensure that each reference to and use of the ELAN TRADEMARK by LIGAND is in a manner from time to time approved by ELAN and accompanied by an acknowledgement, in a form approved by ELAN, that the same is a trademark (or registered trademark) of ELAN. (2) LIGAND shall not use the ELAN TRADEMARK in any way which might materially prejudice its distinctiveness or validity or the goodwill of ELAN therein. (3) LIGAND shall not use in relation to the PRODUCT any trademarks other than the ELAN TRADEMARK without obtaining the prior consent in writing of ELAN, which consent may not be unreasonably withheld, and except that LIGAND shall have the right to employ in connection with the PRODUCT, the trademark "LIGAND" and the tradename "Ligand Pharmaceuticals Incorporated" and such other trademarks and tradenames as required by law. (4) LIGAND shall not use in the TERRITORY any trademarks or trade names so resembling the ELAN TRADEMARK as to be used likely to register, distribute and promote Licensed Product cause confusion or deception. (5) LIGAND shall promptly notify ELAN in the Territory (collectively, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall not avail itself writing of any license on alleged infringement of which it becomes aware by a third party of the ELAN TRADEMARK and provide ELAN with any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free applicable evidence of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own andinfringement. 3.5.3 ELAN shall, at its costexpense, shall be responsible for procurement, registration, maintenance file and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all prosecute applications to register and maintain registrations of the costs and expenses of Nuvios TRADEMARK in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductTERRITORY.

Trademarks. Nuvios (a) BFA Holder is permitted to display the Proprietary Marks solely to designate the brand of the Products or other approved Businesses being operated at a BFA Holder Branded Outlet (which uses shall identify be limited to only the specific corresponding Authorized Use(s) as to each Proprietary Xxxx). BFA Holder agrees that no Product will be sold under any of the Proprietary Marks unless it meets the product quality specifications set forth in this Agreement and select one is additized as specified in this Agreement nor shall any Business be operated unless it meets the quality specification and other standards (including any brand identity standards or more trademarks retail image standards) existing as of the Effective Date or modified or established by ExxonMobil from time to time, as such standards and specifications may be used amended from time to registertime after the Effective Date. If there shall be posted, distribute mounted, or otherwise displayed on or in connection with any BFA Holder Branded Outlet any sign, poster, placard, plate, device or form of advertising matter whether or not received from ExxonMobil, consisting in whole or in part of the name of ExxonMobil or any of the Proprietary Marks, BFA Holder agrees at all times to display same, or cause the Franchise Dealers to display same, properly and promote Licensed Product not to diminish, dilute, denigrate, or otherwise adversely affect same. BFA Holder further agrees to take no action that will diminish or dilute the value of any Proprietary Xxxx. (b) Immediately upon termination (whether in full or as to any individual outlet) or expiration of this Agreement, or prior thereto upon demand by ExxonMobil, BFA Holder shall discontinue all uses of the Proprietary Marks, including the posting, mounting or display of any Proprietary Xxxx and all uses of Proprietary Marks in connection with business cards, advertisements and letterhead/stationary, and shall cause its Franchise Dealers to do the same. If BFA Holder or any Franchise Dealer ceases to do business at any BFA Holder Branded Outlet, BFA Holder shall, and shall cause its Franchise Dealer to, discontinue the posting, mounting or display of any Proprietary Marks immediately upon BFA Holder or its Franchise Dealer(s), as the case may be, ceasing to sell the Products or operate the Business, including, without limitation, in the Territory event that the BFA Holder Branded Outlet in question is debranded by ExxonMobil under Section 2(e) or in any event upon demand by ExxonMobil. BFA Holder acknowledges ExxonMobil’s self-help rights set forth in this Agreement, including the rights of entry described in Sections 26(e) and 35, and agrees that BFA Holder shall be solely responsible for all fees, cost and expenses incurred by ExxonMobil or its Affiliates in exercising any such rights. (collectivelyc) BFA Holder agrees to notify ExxonMobil or its designee of any apparent or threatened infringement, dilution or other misuse (“Misuse”) of any Proprietary Xxxx promptly after becoming aware of such Misuse. ExxonMobil shall have the sole right, in its sole discretion, to take any action, legal or otherwise, against such Misuse, and notwithstanding any other provisions in this Agreement, BFA Holder agrees to provide ExxonMobil with any assistance which, in the opinion or judgment of ExxonMobil, is necessary to protect ExxonMobil’s right, title and interest in and to the Proprietary Marks. ExxonMobil shall be entitled in such event to retain all monetary recovery from any misusing third party by way of judgment, settlement or otherwise. BFA Holder shall have no right to, and hereby agrees that it will not (except as requested by ExxonMobil), take any action, with respect to any apparent or threatened Misuse of any Proprietary Xxxx. BFA Holder shall have no recourse against ExxonMobil, ExxonMobil’s agents, officers, directors, and employees or third parties under their control in the event ExxonMobil chooses not to act against any apparent or threatened Misuse of any of the Proprietary Marks or if any third party challenges the right of ExxonMobil or BFA Holder to use any of the Proprietary Marks. (d) BFA Holder shall not, and shall cause its Franchise Dealers not to, sell non-Exxon or Mobil-branded motor fuels under any Proprietary Xxxx, including without limitation, any Exxon or Mobil-identified canopy or at any fueling island where BFA Holder or a Franchise Dealer is selling Products. As used in this Section, “Nuvios Trademarksnon-Exxon or Mobil-branded motor fuels” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall not avail itself be construed to apply to gasohol or other synthetic motor fuels of any license on any Nuvios Trademarksimilar usability, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided for in the next sentenceGasohol Competition Act of 1980, Pub. L.96-493 or renewable fuels as defined in Section 2807 of the Petroleum Marketing Practices Act; provided however, that BFA Holder and its Franchise Dealers shall label such product so as to ensure that consumers are not confused that such product is an Exxon or Mobil-branded motor fuel. (e) Without affecting BFA Holder’s obligations under Section 3(d), if BFA Holder or any Franchise Dealer offers non-Exxon or Mobil-branded motor fuels at a BFA Holder Branded Outlet, BFA Holder agrees to protect, and cause its Franchise Dealer(s) in question to protect, the identity of the Products and the Proprietary Marks by all reasonable methods, which would prevent customer confusion or misinformation. Nuvios BFA Holder agrees to conform, and cause its Franchise Dealers to conform, to ExxonMobil’s de-branding requirements as outlined in Exhibits 9A and 9B, as same may be revised from time to time, including but not limited to posting of ExxonMobil approved signs which clearly distinguish the Products from non-Exxon or Mobil-branded motor fuels, disclaiming any product liability of ExxonMobil for damage resulting from use of non-Exxon or Mobil-branded motor fuels, and removing or covering any signs which may mislead, confuse, or misinform any customers or reduce their goodwill toward any Proprietary Xxxx. In addition, BFA Holder agrees to comply, and cause its Franchise Dealers to comply, with any additional steps beyond the ExxonMobil de-branding requirements set forth in any applicable law, ordinance or regulation regarding the labeling of petroleum products. (f) In furtherance of its obligations as set forth in this Section, BFA Holder agrees that it will for itself, and as to any of its Franchise Dealers, require of such Franchise Dealers that they will, while identifying the source of the Products sold at any BFA Holder Branded Outlet, comply with the provisions of this Section. Such assistance includes, but is not limited to, the authorization to ExxonMobil to commence legal proceedings in BFA Holder’s name, and at BFA Holder’s expense, for the purposes of enforcing BFA Holder’s obligations in this Section. (g) BFA Holder shall own have neither the right to use or display at marinas, nor the right to authorize or permit the use or display at marinas by Franchise Dealers of, any Proprietary Xxxx and shall not sell, and shall cause its Franchise Dealers not to sell, Products at marinas. (h) To permit ExxonMobil to carry out its rights to protect its Proprietary Marks from diminution, dilution, or destruction by misuse or failure by those to whom permission to display them has been granted under this Agreement, BFA Holder agrees that upon request by ExxonMobil it will provide ExxonMobil with a list of the names and addresses of Franchise Dealers to whom BFA Holder has provided any Proprietary Xxxx and where such BFA Holder Branded Outlets are displaying such Proprietary Marks. (i) If BFA Holder, for whatever reason, ceases to display or authorize the display of Proprietary Marks at any BFA Holder Branded Outlet, then BFA Holder will notify ExxonMobil in writing within thirty (30) days of that event. (j) Except as may be expressly permitted by ExxonMobil, BFA Holder shall not, and shall cause its Franchise Dealers not to, use the Proprietary Marks as part of BFA Holder’s or any Franchise Dealer’s corporate or other name or as part of or in conjunction with any domain name. (k) BFA Holder shall, and shall cause its Franchise Dealers to, immediately stop using the Proprietary Marks relating to any Business at any BFA Holder Branded Outlet if: (1) this Agreement is terminated or the Term expires and is not renewed or extended; or (2) ExxonMobil withdraws its approval to use or operate that Business at that outlet under Section 2(e); or (3) BFA Holder or its Franchise Dealer(s) stops operating that Business at that outlet; and, in any such event, to follow any de-branding requirements that may then be applicable. (l) BFA Holder’s use of any of the Proprietary Marks in conjunction with any uniforms, business cards or business stationary at its cost, all times shall be responsible for procurementsubject to and in accordance with the terms of this Agreement and all standards set forth by ExxonMobil or its Affiliates, registrationas such standards may be amended by ExxonMobil or its Affiliates, maintenance and enforcement of all Nuvios Trademarks in their sole discretion, from time to time. All uniforms used or registered in connection with the Businesses bearing any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs Proprietary Marks shall be purchased solely and expenses exclusively from an ExxonMobil approved vendor. (m) BFA Holder acknowledges that ExxonMobil (or Exxon Mobil Corporation or any of Nuvios its Affiliates as the case may be) is the exclusive owner of the Proprietary Marks, and no ExxonMobil act, or failure to act, will give BFA Holder or any Franchise Dealer any ownership interest or right in any of the Proprietary Marks. All goodwill resulting from the use of the Proprietary Marks by BFA Holder or its Franchise Dealers shall inure to the benefit, and is the property, of ExxonMobil (or its Affiliates as the case may be). ExxonMobil may, at any time or from time to time, change or substitute any Proprietary Marks used in connection with procuringthe Products or any Business. In case of any change or substitution, registeringBFA Holder shall immediately use, maintaining and enforcing Nuvios Trademarks cause its Franchise Dealers to immediately use, the Proprietary Marks as changed. (n) BFA Holder hereby acknowledges that failure on the part of BFA Holder or its Franchise Dealer(s) to use any Proprietary Xxxx in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies accordance with all of the provisions of this Agreement will cause irreparable injury to ExxonMobil and that any court of competent jurisdiction may, at the first paragraph request of ExxonMobil, enforce the provisions of this Agreement by the entry of a temporary or permanent injunction against BFA Holder and in favor of ExxonMobil. BFA Holder agrees not to contest the appropriateness of injunctive relief but may contest whether it has failed to use the Proprietary Marks in accordance with the provisions of this Agreement. BFA Holder will incorporate in its agreements with each Franchise Dealer the undertakings and obligations provided in this Agreement (including this Section 11.1 that are applicable 3). BFA Holder agrees to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself immediately notify ExxonMobil of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection Franchise Dealer failing to comply with any Licensed Productsuch undertaking or obligation and agrees to assist ExxonMobil in its enforcement thereof. (o) In order to xxxxxx the continued public acceptance of the Proprietary Marks and to protect the brand reputation of the Products which are the subject of this Agreement, BFA Holder will use best efforts to promptly inform ExxonMobil of any event or condition which will significantly impact the operation of any BFA Holder Branded Outlet or which has resulted in or may result in significant media exposure related to any BFA Holder Branded Outlets.

Trademarks. Nuvios shall identify (a) The “Depomed” trademark must appear on all Promotional Material that makes reference to the Products, to the extent such Promotional Materials would typically contain a company trademark. The “AcuForm” trademark must appear on all Promotional Materials that make reference to the “AcuForm” drug delivery technology incorporated into the Products. Depomed hereby grants to Santarus a non-assignable, non-sublicensable, non-exclusive, royalty-free right and select one or more trademarks license to be used to register, distribute and promote Licensed Product use the Depomed Trademarks in the Territory (collectivelysolely in connection with Santarus’ Promotion of the Products in accordance with this Agreement; provided Santarus may assign and sublicense such right and license in accordance with Section 2.2. Such license shall expire immediately upon the expiration or termination of this Agreement. Subject to this Section 4.8 and to applicable Legal Requirements, Santarus shall have the right to use the Santarus Trademarks, and include the name “Nuvios Santarus” or any variation thereof on the Promotional Materials; provided that such Santarus Trademarks will not appear in greater prominence or in greater frequency than the Depomed Trademarks” . In addition, the JCC will discuss including the Santarus Trademarks, in equal prominence to the Depomed Trademarks and each individually a “Nuvios Trademark”)in accordance with all Legal Requirements, on all packaging for Samples distributed by the Santarus Sales Force, with determination by the JCC as to including such marks being based on the timing for implementing such change and the costs associated therewith, with all out-of-pocket costs associated with creating and approving new packaging borne by Santarus if so approved by the JCC. Unless otherwise agreed between Santarus recognizes Depomed’s title to the PartiesDepomed Trademarks, Ipsen shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not licenseat any time, register during or use after the Term, do or knowingly suffer to be done any other trademark act or trade name thing which is the same as, or confusingly similar to, any Nuvios Trademark will in any country, except Japan where Ipsen way impair the rights of Depomed in or Teijin may use to the Nuvios Trademark Depomed Trademarks. Santarus acknowledges and in such event, Nuvios agrees that it shall grant appropriate license free not acquire and shall not claim any title to the Depomed Trademarks adverse to Depomed by virtue of charge to Ipsen the rights granted under this Agreement or Teijin for through Santarus’ use of such Nuvios Trademark in Japan the Depomed Trademarks, it being the intention of the parties that all goodwill and improved reputation generated by Santarus and use of the Depomed Trademarks shall inure to the benefit of Depomed. (b) Santarus hereby grants to Depomed a non-assignable, non-sublicensable (except to any Third Party acting as the extent provided Depomed Sales Force), non-exclusive, royalty-free right and license to use the Santarus Trademarks in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered Territory solely in connection with Depomed’s Promotion of the Products in the Territory in accordance with this Agreement. Such license shall expire immediately upon the expiration or termination of this Agreement. Subject to this Section 4.8 and to applicable Legal Requirements, Depomed shall have the right to use Depomed Trademarks, and include the name “Depomed,” “AcuForm,” or any Licensed Productvariation thereof on the Promotional Materials developed by Depomed in accordance with this Agreement. Depomed recognizes Santarus’ title to the Santarus Trademarks, except and shall not at any time, during or after the Term, do or knowingly suffer to be done any act or thing which will in any way impair the rights of Santarus in or to the Santarus Trademarks. Depomed shall not be obligated to use the Santarus Trademarks in the Depomed Promotional Materials. Depomed acknowledges and agrees that Ipsen it shall not acquire and shall not claim any title to the Santarus Trademarks adverse to Santarus by virtue of the rights granted under this Agreement or Teijin through Depomed’s use of the Santarus Trademarks, it being the intention of the parties that all goodwill and improved reputation generated by Depomed and use of the Santarus Trademarks shall pay inure to the benefit of Santarus. (c) Each of Santarus with respect to its use of the Depomed Trademarks and Depomed with respect to its use of the Santarus Trademarks will maintain quality standards for all of its uses of the costs and expenses trademarks of Nuvios the other party in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all the Promotion of the provisions of the first paragraph of this Section 11.1 Products that are applicable substantially equivalent to Ipsen. Unless otherwise agreed between those standards used by the Parties, Nuvios shall not avail itself owner of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered such trademarks in connection with pharmaceutical products. Subject to the foregoing and to the other provisions of this Agreement, each party acknowledges and agrees that the owner or licensee of the trademark has the right, at any Licensed Producttime, to modify or supplement such quality standards and that the licensee or sublicensee must implement such new standards or changes following receipt of notice of such additions or changes; provided that the licensor agrees to bear all reasonable costs associated with such modifications and supplements. Compliance with this Section 4.8(c) shall be determined pursuant to the Promotional Material and Depomed Promotional Materials review and approval procedures set forth in Sections 4.4(b) and 4.9(f), as applicable.

Trademarks. Nuvios (a) All Trademarks that are used primarily in, or related primarily to, the Business and do not include the name “Guidant” (i) to the extent that they are owned by Guidant and its Affiliates as of the Closing, shall identify and select one or more trademarks constitute Assets to be assigned to the applicable Purchaser at the Closing, and (ii) to the extent that they are licensed (with a right to sublicense) to Guidant and its Affiliates by third parties as of the Closing, shall be sublicensed to the applicable Purchaser at the Closing. (b) Guidant shall retain the ownership of any Trademarks that are used to register, distribute and promote Licensed Product both in the Territory Business and any other business of Guidant, that are not used primarily in, or related primarily to, the Business and that do not include the name “Guidant” (collectively, the “Nuvios Trademarks” and each individually a “Nuvios TrademarkNon-Guidant Licensed Marks”). Unless otherwise agreed between At the PartiesClosing Guidant shall grant to Abbott and its Affiliates a perpetual, Ipsen non-terminable, non-exclusive, worldwide and royalty free right, license and privilege to use the Non-Guidant Licensed Marks solely within the field of the Business. Except as expressly provided in this Section 5.08, Abbott and its Affiliates shall have no right to use in any way the Non-Guidant Licensed Marks. (c) Guidant shall retain the ownership of the trade name “Guidant” and any Trademarks that include the name “Guidant” used in the Business as of the Closing (the “Guidant Licensed Marks” and, together with the Non-Guidant Licensed Marks, the “Licensed Marks”) and, except as expressly provided in this Section 5.08, Abbott and its Affiliates shall have no right to use in any way the Guidant Licensed Marks. (i) As soon as reasonably practicable after the Closing, but in no event later than three hundred sixty-five days after the Closing, the Purchasers shall cease to use and remove or cover the name “Guidant” from all signs, billboards, telephone listings, stationary, office forms or other similar materials of the Business, unless such use is required by a Governmental Authority. (ii) Subject to the terms and conditions contained herein, Guidant hereby grants to Abbott and its Affiliates, for a period of five years after the Closing, a non-exclusive, non-assignable, worldwide and royalty-free license, right and privilege to use the Guidant Licensed Marks on any packages, labels, displays promotional and other materials of the products of the Business (“Materials”) used in the Business as of the Closing for the sole purpose of the operation of the Business by Abbott and its Affiliates after the Closing. (d) Abbott, on behalf of itself and its Affiliates, acknowledges and agrees that Guidant is the owner of all right, title, and interest in and to the Licensed Marks, and all such right, title, and interest shall remain with Guidant and its Affiliates. All rights not expressly granted to Abbott and/or its Affiliates under this Agreement shall remain the exclusive property of Guidant and its Affiliates. Abbott shall not avail itself (and shall ensure its Affiliates do not) otherwise contest, dispute, or challenge the right, title, and interest of any license on any Nuvios Trademark, Guidant and its Affiliates in and to the Licensed Marks. Abbott shall not register or use any Nuvios Trademark (and shall not license, ensure its Affiliates do not) file applications to register any Trademarks or use apply for any other trademark or trade name which is the same as, or domain names in any jurisdiction worldwide that are (i) confusingly similar toto any of the Licensed Marks or (ii) consist of, in whole or part, any Nuvios Trademark of the Licensed Marks. All goodwill and improved reputation generated by Xxxxxx’x or its Affiliates’ use of the Licensed Marks shall inure to the benefit of Guidant. (e) Guidant hereby agrees and acknowledges that its and its Affiliates’ use of the Licensed Marks immediately prior to the Closing on the Materials fully complies with Guidant’s standard of quality for the use of the Licensed Marks. If, after the Closing, Abbott changes the use of the Licensed Marks on the Materials used in the Business, Abbott must submit samples of its and its Affiliates’ proposed use of the Licensed Marks to Guidant prior to such proposed use so Guidant may review such use in accordance with the terms and conditions of this Section 5.08. Guidant may not unreasonably withhold its consent to any countrychanges in the use of the Licensed Marks on the Materials by Abbott. If Guidant does not provide any comments to Abbott within 15 Business Days of receiving such samples, except Japan where Ipsen or Teijin may Guidant shall be deemed to have accepted the changes proposed by Abbott. (f) Effective upon the fifth anniversary of the Closing, Abbott and its Affiliates shall not use the Nuvios Trademark Guidant Licensed Marks in connection with the Business or otherwise; provided, however, that nothing in this Section 5.08 shall prohibit Abbott and any of its Affiliates from selling any inventory in existence as of the fifth anniversary of the Closing, which inventory bears any such eventGuidant Licensed Marks. (g) The parties will discuss in good faith whether Abbott may, Nuvios shall grant appropriate license free at its request, continue to use the Guidant Licensed Marks after the fifth anniversary of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan the Closing. (except to the extent h) Other than as provided in the next sentence). Nuvios Supply Agreements, Guidant hereby covenants that, for a period of five years after the Closing, none of Guidant or any of its Affiliates shall own anduse, at its costassign to any third party, shall be responsible for procurementor license any third party to use, registration, maintenance and enforcement any of all Nuvios Trademarks used or registered the Guidant Licensed Marks in connection with products included in the vascular intervention or endovascular solutions field. In addition, Guidant, Abbott and their respective Affiliates will cooperate with each other to avoid any Licensed Productconfusion in the marketplace during the period when such parties are using the Guidant name. (i) If Guidant or Abbott divests the Carotid Stent Assets in accordance with Section 5.03(b), except that Ipsen or Teijin then Guidant shall pay for all grant to the purchaser of such Carotid Stent Assets a license to use the costs and expenses of Nuvios Guidant name in connection therewith in a manner consistent with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible 5.08 for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Producta reasonable transition period.

Trademarks. Nuvios A. The Products shall identify be delivered with the trademark “RBC Life Sciences” or “RBC” affixed thereto. The Distributor acknowledges that RBC, a corporation incorporated under the laws of the State of Nevada, USA, is to its knowledge the owner of certain trademarks and select one trade names, including, but not limited to, “RBC Life Sciences”, “Pure Life”, and “Royal Botanica”. RBC will promptly register, or more trademarks to be used authorize the Distributor to register, distribute under RBC’s name, the “RBC Life Sciences” trademark and promote Licensed Product trade name in the Territory (collectivelyat RBC’s sole cost and expense. In addition, at RBC’s sole discretion, RBC agrees to register, or authorize the Distributor to register, under RBC’s name, such other RBC trademarks and trade names in the Territory at RBC’s sole cost and expense as Distributor may reasonably request. RBC shall promptly reimburse any registration expenses incurred by the Distributor on RBC’s behalf to the Distributor upon submission of the Distributor’s receipts or other evidence of payment of such expenses. The Distributor further acknowledges that its only right with respect to the trademark and trade name “Nuvios Trademarks” RBC Life Sciences”, or any other RBC trademark and/or trade name, is to sell and each individually a “Nuvios Trademark”)promote the Products bearing such trademark(s) and trade name(s) in the Territory. Unless otherwise agreed between the Parties, Ipsen shall not avail itself of any license on any Nuvios Trademark, The Distributor shall not register any RBC trademarks and/or trade names in its own name. The Distributor is authorized to use the name “RBC Life Sciences” or use any Nuvios Trademark and shall not license“RBC” as the Distributor sees fit, register or use any other trademark as a corporate name or trade name which is name. Distributor’s right to use RBC trademarks and trade names shall terminate upon the same as, termination or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free expiration of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of this Agreement. B. Notwithstanding the provisions of the first paragraph preceding paragraph, the Distributor agrees to transfer, or cause to be transferred, the ownership of any RBC trademark and/or trade name that is owned in the Territory by any party other than RBC as of the date of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductAgreement.

Trademarks. Nuvios A. The Products shall identify be delivered with the trademark “Royal BodyCare” affixed thereto. The Distributor acknowledges that RBC, a corporation incorporated under the laws of the State of Nevada, USA, is to its knowledge the owner of certain trademarks and select one trade names, including, but not limited to, “Royal BodyCare”, “Pure Life”, and “Royal Botanica”. RBC will promptly register, or more trademarks to be used authorize the Distributor to register, distribute under RBC’s name, the “Royal BodyCare” trademark and trade name in any country within the Territory at RBC’s sole cost and expense. In addition, at RBC’s sole discretion, RBC agrees to register, or authorize the Distributor to register under RBC’s name, such other RBC trademarks and trade names in any country within the Territory at RBC’s sole cost and expense as Distributor may reasonably request. RBC shall promptly reimburse any registration expenses incurred by the Distributor on RBC’s behalf to the Distributor upon submission of the Distributor’s receipts or other evidence of payment of such expenses. The Distributor further acknowledges that its only right with respect to the trademark and trade name “Royal BodyCare,” or any other RBC trademark or trade name, is to sell and promote Licensed Product the Products bearing such trademark(s) and trade name(s) in the Territory Territory. The Distributor shall not register any RBC trademark and/or trade name in its own name or in the name of any entity other than RBC. The Distributor is authorized to use the name “Royal BodyCare” as the Distributor reasonably sees fit, including its use as a corporate name or trade name. Distributor’s right to use any RBC trademark and/or trade name shall immediately terminate upon termination or expiration of this Agreement. B. In consideration for Distributor’s right to use RBC’s trademarks and trade names in the Territory, the Distributor agrees to pay RBC a marketing service fee (collectively, “Nuvios Trademarks” and each individually a “Nuvios TrademarkMSF”). Unless otherwise agreed between The MSF shall be calculated as seven percent (7%) of the Parties, Ipsen shall not avail itself Commissionable Volume (“CV”) of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided Products sold in the next sentence)Territory. Nuvios CV shall own andmean the value applied to each Product, at its cost, which value is used to calculate and pay commissions to members. The MSF shall be responsible for procurementpayable to RBC on a monthly basis, registration, maintenance and enforcement within thirty (30) days after the close of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productcalendar month.

Trademarks. Nuvios (i) Licensee agrees that it will cause to appear indelibly and legibly on each of the Licensed Product(s) and all advertising material, tags, labels and devices bearing the Licensed Property, the following notice or such other notice as may be approved by Licensor: THE POWERPUFF GIRLS AND ALL RELATED CHARACTERS AND ELEMENTS ARE TRADEMARKS OF CARTOON NETWORK(C) 20XX. (The year date shall identify be as instructed by Licensor) (ii) Licensee further agrees that it will not apply for or seek to obtain trademark registration for the Licensed Property and select one that Licensor may, at its option, apply for and obtain in its own name trademark registrations for the Licensed Product(s), and that, upon request, Licensee will furnish necessary specimens or more trademarks to be used to registerfacsimiles for such purpose free of cost, distribute and promote as well as evidence of the date of first shipment or sale of each Licensed Product in interstate or foreign or other federally regulable U.S. commerce and, if earlier, also in intrastate commerce. (iii) Licensee agrees that if Licensee receives knowledge of the Territory (collectivelyuse of the Licensed Property by anyone other than Licensee on Licensed Product(s) or products confusingly similar thereto, “Nuvios Trademarks” Licensee will call such fact to the attention of Licensor. Licensor shall then have the option to institute legal proceedings to prevent such use, and each individually a “Nuvios Trademark”). Unless otherwise agreed between Licensee shall cooperate and assist in the Parties, Ipsen shall not avail itself prosecution of any license on such action. If demanded by Licensor, Licensee shall join in or cooperate in the prosecution of any Nuvios Trademark, such legal proceeding as may be instituted by Licensor. Any such legal proceedings shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which be solely at Licensor's expense. If Licensee is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and joined in such eventproceeding, Nuvios Licensor shall grant appropriate license free indemnify and hold harmless Licensee from and against any claim, sanction, liability, damages, attorney's fees, judgments or orders of charge to Ipsen or Teijin for use any kind arising out of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productproceeding.

Trademarks. Nuvios shall identify (a) During the Term, OraSure hereby grants to AbbVie and select one or more trademarks its Affiliates a non-exclusive, royalty-free right and license to be used to register, distribute use the OraSure Trademarks specified in Schedule 2.11 (the “OraSure Trademarks”) solely in connection with performing its obligations under this Agreement. AbbVie and promote Licensed Product in the Territory (collectively, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin its Affiliates may use the Nuvios Trademark OraSure Trademarks on leaflets, brochures, advertising and Product Promotional Materials. Notwithstanding the foregoing, any usage of OraSure Trademarks by AbbVie or its Affiliates must be approved in such eventadvance by OraSure, Nuvios which approval shall grant appropriate license free of charge to Ipsen not be unreasonably withheld, delayed or Teijin for conditioned. AbbVie shall ensure that each use of such Nuvios Trademark the OraSure Trademarks by it and its Affiliates is accompanied by an acknowledgement that the OraSure Trademarks are owned by OraSure. (b) During the Term, AbbVie hereby grants to OraSure and its Affiliates a non-exclusive, royalty-free right and license to use the AbbVie Trademarks specified in Japan Schedule 2.11 (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered “AbbVie Trademarks”) solely in connection with performing its obligations under this Agreement. OraSure and its Affiliates may use the AbbVie Trademarks on leaflets, brochures, advertising and Product Promotional Materials and Product samples. Notwithstanding the foregoing, any Licensed Productusage of AbbVie Trademarks by OraSure or its Affiliates must be approved in advance by AbbVie, except which approval shall not be unreasonably withheld, delayed or conditioned. OraSure shall ensure that Ipsen or Teijin shall pay for all each use of the costs AbbVie Trademarks by it and expenses its Affiliates is accompanied by an acknowledgement that the AbbVie Trademarks are owned by AbbVie. (c) Neither Party shall (i) use the Trademarks of Nuvios the other Party in connection with procuringa way that might prejudice their distinctiveness or validity or the goodwill of the owning Party therein, registering, maintaining and enforcing Nuvios or (ii) use any Trademarks in Japan. Ipsen shall identify and select one or more trademarks so resembling any of the other Party’s Trademarks as to be used likely to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France cause confusion or deception. (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all d) Each Party acknowledges the validity of the provisions other Party’s right, title and interest in and to the other Party’s Trademarks. The Parties shall not have, assert or acquire any right, title or interest in or to any of the first paragraph other Party’s Trademarks. (e) Each Party shall determine in its sole discretion what action, if any, to take in response to the infringement or misappropriation or threatened infringement or misappropriation of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductTrademarks.

Trademarks. Nuvios shall identify 10.6.1 Indevus hereby grants to Orion an exclusive right and select one or more trademarks license to be used to registeruse the Trademark during the Agreement Term in connection with the marketing, distribute sale, *** CONFIDENTIAL TREATMENT REQUESTED advertising and promote promotion of Licensed Product in the Territory (collectivelyField in the Territory. Orion will use Commercially Reasonable Efforts to use the Trademark “VANTAS®” on and in connection with the commercialization of Licensed Product for the Initial Indication in the Territory. However, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall if it is determined that it is not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same aspossible, or confusingly similar toif the Parties mutually determine that it is not advisable or desirable, any Nuvios to use the Trademark “VANTAS®” in connection with the commercialization of Licensed Product for the Initial Indication in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided country in the next sentence). Nuvios Territory, the Parties shall own mutually agree on an alternate appropriate trademark for adoption in the Territory that is possible, advisable and desirable and, at its costif selected, such alternate trademark shall, for purposes of this Agreement, be deemed the Trademark. 10.6.2 Indevus shall be responsible for procurement, registration, the registration and maintenance and enforcement of all Nuvios Trademarks used or registered the Trademark which Orion employs in connection with any the commercialization of Licensed ProductProduct in the Field in the Territory. Indevus shall own and control the Trademark and bear all relevant costs relating thereto. If necessary to permit Orion to use the Trademark, except that Ipsen Indevus shall make application to register Orion as a permitted user or Teijin shall pay for all registered user of the costs and expenses Trademark. 10.6.3 Orion recognizes the ownership by Indevus of Nuvios any proprietary Indevus name or Trademark furnished by Indevus for use in connection with procuringthe marketing, registeringsale or distribution of Licensed Product. Except for the rights specifically granted to it under this Agreement, maintaining and enforcing Nuvios Trademarks neither Orion nor any of its Affiliates or Marketing Distributors shall, either while this Agreement is in Japan. Ipsen shall identify and select one effect, or more trademarks to be used to at any time thereafter, register, distribute and promote use or challenge or assist others to challenge the Trademark or attempt to obtain any right in or to any such name or trademarks with respect to any product confusingly similar to Licensed Product as defined in this Agreement or any other goods and products, notwithstanding that such goods or products have a different use or are dissimilar to Licensed Product as defined in this Agreement. Neither Party shall commercialize or permit another to commercialize in the Territory, any product (other than, under Ipsen Regulatory Approvals this Agreement, Licensed Product in France the Field) under the Trademark or any confusingly similar trademark. 10.6.4 Subject to compliance with applicable laws and regulations, (collectivelya) Orion shall not modify or alter the Trademark or do anything which might reasonably be expected to damage the Trademark and (b) Orion shall use the Trademark only as agreed upon with Indevus in writing. 10.6.5 Orion shall promptly notify Indevus of any actual, “Ipsen Trademarks” alleged or threatened infringement of the Trademark or of any unfair trade practices, trade dress limitation, passing off of counterfeit goods, or similar offenses known to Orion. Indevus shall have the first right to determine in its discretion whether to and each individually an “Ipsen Trademark”)to what extent to institute, provided thatprosecute and/or defend any action or proceedings involving or affecting any rights relating to the Trademark in the Territory. Upon Indevus’ reasonable request, Orion shall cooperate with and assist Indevus, at Indevus’ cost, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies of Indevus’ enforcement efforts with all respect to the Trademark in the Territory. If Indevus determines not to take action against any actual or suspected infringement of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Product.the Territory within sixty

Trademarks. Nuvios Cue Product Trademarks. As between the Parties, Cue shall identify have sole discretion and select one or more right over the selection, registration, prosecution, defense, maintenance, and enforcement of trademarks to be used to register, distribute and promote Licensed in connection with each Collaboration Product in the Cue Territory (collectively, the “Nuvios Cue Product Trademarks” ”) at its sole cost and each individually a “Nuvios Trademark”)expense. Unless otherwise agreed between LGC acknowledges and agrees that: (i) Cue shall be the Partiessole and exclusive owner of all Cue Product CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH PORTIONS. ASTERISKS DENOTE OMISSIONS. Trademarks; (ii) Cue or its Affiliates shall own all worldwide right, Ipsen title, and interest in and to the Cue Product Trademarks, all corresponding trademark applications and registrations thereof, and all common law rights thereto; (iii) all goodwill of the business associated with or symbolized by the Cue Product Trademarks shall inure to the benefit of Cue; (iv) LGC will not avail itself of take any license on any Nuvios Trademarkaction inconsistent with such ownership, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided necessary, at Cue’s request, will cooperate with and assist Cue with efforts to obtain worldwide registrations for the Cue Product Trademarks; (v) if at any time LGC acquires any rights in the next sentence). Nuvios Cue Product Trademarks, or trademark applications or registrations for the Cue Product Trademarks, then immediately upon Cue’s request and at no expense to Cue, LGC shall own andassign all such rights, applications, registrations or domain names to Cue; and (vi) LGC shall cooperate with Cue to defend the Cue Product Trademarks, to the extent necessary, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductCue’s expense.

Trademarks. Nuvios (a) Licensor agrees that during the term of this Agreement Licensee shall identify have the exclusive right to use those Trademarks which, after the date hereof and select one at or more trademarks prior to November 1, 1996 (the "Election Period"), Licensee elects to use in connection with marketing the Invention (the "Designated Trademarks"). By the end of the Election Period, Licensee shall give written notice to Licensor as to which, if any, of the Trademarks shall be Designated Trademarks, and thereafter Licensee shall have no right to use, or any rights in, any of the Trademarks other than Designated Trademarks unless the parties otherwise agree in writing. The Designated Trademarks may be used to register, distribute by Licensee on and promote Licensed Product in connection with the sale of the Invention or products utilizing or used in the Territory Invention (collectivelybut no other products manufactured by it) in accordance with the grant clause of Article 3 of this Agreement as long as the Invention is manufactured by or for Licensee or a sublicensee or an Affiliate of Licensee or a sublicensee in accordance with this Agreement and in accordance with the standards, “Nuvios Trademarks” specifications, and each individually instructions approved by Licensor and is of a “Nuvios Trademark”)quality, form, and nature that is acceptable to Licensor. Unless otherwise agreed between Items manufactured to the Parties, Ipsen same standards of quality as currently employed by Licensee at the time this Agreement is made shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark be deemed acceptable to Licensor and shall not licenserequire Licensor's approval, register although Licensee shall advise Licensor of each application of the Invention and each product and model proposed to be manufactured utilizing the Invention, and shall furnish Licensor such information pertaining thereto as Licensor may reasonably request in writing, in order that Licensor can verify Licensee's compliance with this Paragraph 7. Licensor shall not unreasonably withhold its approval of the matters set forth in this subparagraph (a) and shall respond to any written request for approval within fourteen (14) days after receipt of the same, either granting or denying such approval or requesting additional information (in which event Licensor shall similarly respond within fourteen (14) days after such information is provided.) (b) Subject to subparagraph 7(a) it is expressly understood that Licensor has the right to approve the products with which Licensee uses the Designated Trademarks, the quality of Licensee's products with which the Designated Trademarks are used and of any services associated therewith, as well as the manner and form in which the Designated Trademarks are to be used. Licensee agrees that it will use any other trademark or trade name which is the same asDesignated Trademarks only in a manner and form approved by Licensor. To facilitate such approval, Licensee agrees at Licensor's written request to send to Licensor a sample, specimen, photograph, or confusingly similar tofinalized layout of any label, tag, package, container, and advertising matter relating to each different use of each Designated Trademark, and shall refrain from such use until written approval is given by Licensor. Unless advised to the contrary by Licensor, any Nuvios Trademark in any countrymaterial suggested or furnished by Licensor shall be considered approved for use. Licensee agrees to promptly and fully follow all reasonable, except Japan where Ipsen or Teijin may use the Nuvios Trademark written directions and in such event, Nuvios shall grant appropriate license free instructions of charge Licensor as to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to each of the extent provided in the next sentence)Designated Trademarks. Nuvios shall own andIn addition, at the request of Licensor, Licensee agrees to use appropriate marking, such as "Trademark", "Reg." or "Reg.Xxxx", or "Reg." if appropriate, with the Designated Trademarks. Licensor shall not unreasonably withhold or delay beyond fourteen (14) days its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all approval of the costs and expenses of Nuvios matters set forth in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France this subparagraph (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”b), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Product.

Trademarks. Nuvios 4.1 The Parties agree that, subject to consultation through the Committee, it shall identify be Columbia's responsibility and select one or more trademarks expense to provide a single Trademark (the "First Trademark") for Finished Product satisfactory to the Governmental Authorities in the Territory which can be used for launch of such Finished Product in the Territory. For the avoidance of doubt it is declared and agreed that subject to registerthe views of such Governmental Authorities, distribute and promote Licensed this may or may not be the Trademark STRIANT. If at any time thereafter Columbia or Ardana desires Ardana to sell the Product in the Territory under a trademark other than the First Trademark, Columbia or Ardana, as the case may be, shall send written notice to the other requesting a Committee meeting to consider the selection of a different Trademark. In the event a different Trademark is proposed by a Party: (collectivelyi) the different Trademark (the "New Trademark") must be acceptable to Columbia (acting reasonably) having regard to Columbia's desire to have a global Trademark, “Nuvios Trademarks” (ii) the New Trademark must be acceptable to the Government Authority in each jurisdiction where a use of the New Trademark would require making the change to the applicable Regulatory Application or Regulatory Approval, (iii) all costs (including reasonable attorneys' fees) for filing and each individually prosecuting applications to register, and maintaining registration of such New Trademark in the Territory will be paid by (A) Ardana, if Ardana requested the New Trademark, or (B) Columbia, if Columbia requested the New Trademark, and (iv) any New Trademarks shall be registered in the name of, be owned by and be the sole [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. property of Columbia and subject to the terms and conditions set forth in this Clause 4. 4.2 In relation to any Trademark other than the First Trademark, if any Governmental Authority in any country of the Territory insists on the use of a “Nuvios Trademark”trademark other than such Trademark in such country, Columbia or Ardana, as the case may be, shall send written notice to the other requesting a Committee meeting to consider the issue. At such Committee meeting the Parties shall agree either (i) that the country in question is sufficiently significant that the Trademark should be changed in all countries of the Territory (in which case the terms set out in Clause 4.1(i) (ii) and (iv) shall apply) or (ii) that the preferable course is to adopt a different trademark only in such country (in which case the term set out in Clause 4.1(iv) shall apply). Unless otherwise In either case all costs (including reasonable attorneys' fees) for filing and prosecution any new trademark applications will be shared equally by the Parties. 4.3 Ardana agrees to Commercialize Finished Product solely under the Trademark. Ardana shall ensure that each reference to and use of the Trademark by Ardana in any marketing material related to the Finished Product is acceptable to Columbia as specified in Clause 4.6 and is accompanied by an acknowledgement that the Trademark is a trademark or registered trademark owned by Columbia and used by Ardana under license. 4.4 The initial Trade Dress for the Finished Product shall be as set out in the European Regulatory Application. Once Ardana is the MA holder it may request Columbia to modify or alter the Trade Dress for the Finished Product. In such a case Columbia shall implement such modifications or alterations on the following terms: 4.4.1 Ardana shall supply Columbia with full details of such new Trade Dress and if the cost and expense of printing Packaging with such new Trade Dress is greater than the cost and expense of the [***] used by or on behalf of Columbia for the Trade Dress set out in the European Regulatory Application, Columbia shall, within 60 days of receipt of details of such new Trade Dress, advise Ardana in writing of such additional cost and expense relating to preparing and printing such new Trade Dress specified as a price [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. in Euros per 60 tablet package (or other package volumes as agreed between the Parties); 4.4.2 if Ardana decides to proceed, Ipsen shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, Ardana shall be responsible for procurementcommissioning and acquiring all related artwork, registrationplates and other materials necessary to print the Packaging in the new Trade Dress; and 4.4.3 if Ardana decides to proceed, maintenance the additional price of Product identified by Columbia under Clause 4.4.1 shall be added to the purchase price under Clause 7.1. 4.5 Columbia shall provide Ardana with a copy of Columbia's Trademark Usage Manual relating to the manner of use of the Trademark, and enforcement may update the Trademark Usage Manual from time to time as Columbia finds appropriate and necessary. Ardana shall comply with the Trademark Usage Manual. 4.6 A copy of all Nuvios the marketing material (which the Parties agree may be in draft layout) using or otherwise containing the Trademarks in the form to be distributed, referenced or otherwise used or registered by Ardana in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all its Commercialization of the costs Product shall be provided to Columbia not less than thirty (30) days before Ardana intends to release, distribute, reference or use such material and expenses Columbia shall have fifteen (15) Business Days from receipt of Nuvios the same to provide Ardana with any comments or suggested amendments in relation to the use of the Trademark. Ardana shall take such reasonable comments or suggested amendments into account subject always to Ardana's responsibilities as the holder or intended holder of the MA relating to Product. If Columbia does not provide any comments or suggested amendments within such fifteen (15) Business Day period Columbia shall be deemed to have approved the use of the Trademarks in such marketing material. The restrictions of this Clause 4.6 shall not apply in relation to marketing or promotional material relating to Ardana (as opposed to the Commercialization of Product) and Ardana shall be free to use the Trademarks in Ardana's own promotional material and presentations (for example, company presentations during fund raising activities), provided, always, that it does so in accordance with the Trademark Usage Manual. [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 4.7 The final decision on Packaging, design and Labelling shall be Ardana's; provided, however, that (i) with respect to all Finished Product manufactured by Columbia's contract manufacturer Mipharm S.p.A., as far as practicable, subject to Applicable Laws and the MAs, on the Packaging there will be printed "Manufactured by Mipharm S.p.A., Milan, Italy" and (ii) the Packaging and Labelling will be marked with all relevant patent numbers in each country of the Territory, as may be required by local patent law or practice or otherwise permitted under Applicable Law and the MAs. 4.8 Columbia shall as directed by Ardana (acting in accordance with the requirement of the relevant MA), ensure that the external Packaging of the Finished Product includes Ardana's name and logo, which name and logo as holder of the MA in the Territory shall be in as large a typeface and in as prominent a position as is required and/or is permissible under the Applicable Law of each country of the Territory. Save to the extent Ardana may be required to do so by a Governmental Authority or pursuant to the requirements of the MA, Ardana shall not alter the Packaging or Labelling of the Product nor shall Ardana conceal or otherwise obscure, remove or otherwise interfere with the Trademarks or other markings, which Columbia, in its sole discretion, may include on the Packaging or Labelling of the Product. 4.9 Ardana shall provide Columbia with information and examples as to Ardana's use of the Trademarks, as Columbia may request, to permit Columbia's proper maintenance and registrations of the Trademarks. 4.10 Ardana expressly acknowledges that Columbia owns the Trademarks, and the considerable goodwill associated therewith. Ardana shall not attack, dispute, or contest the validity of Columbia's ownership of the Trademarks or any registrations issued or issuing with respect thereto, both during the Term and/or thereafter. Ardana further agrees that any use of the Trademarks by Ardana shall be for the benefit of Columbia and any goodwill accrued in connection with procuringthe use and display of the Trademarks shall accrue solely to the benefit of Columbia and not Ardana. In the event Ardana acquires any rights relating to the Trademark for any reason, registeringArdana agrees to assign to Columbia, maintaining at no cost to Columbia, all such rights, together with any related goodwill. Ardana shall not do or perform any act that may endanger, [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. destroy, or similarly affect the value of the goodwill pertaining to the Trademarks nor do any act that might support a petition to cancel or otherwise invalidate any registration relating to the Trademarks or cause the applicable registrar to require a disclaimer of exclusive rights in such Trademarks nor assist any other person or other entity, directly or indirectly, in so doing. Ardana will, at any time, upon the request of Columbia, execute any documents reasonably required by Columbia to confirm Columbia's ownership of all such rights in the Trademarks. 4.11 Ardana shall not sell or otherwise distribute any Finished Product under any other trademark, logo or other indicia other than as contemplated under the terms and enforcing Nuvios conditions of this Agreement. 4.12 Ardana shall not use any trademarks or trade names (other than the Trademarks) so resembling the Trademarks in Japan. Ipsen shall identify and select one or more trademarks so as to be used likely to registercause confusion, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectivelydilution, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsenor deception. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, Ardana shall not register or use the Trademarks in its own name nor attempt to register any Ipsen Trademark and shall not licensetrademarks, register or use any other trademark marks, or trade name which is the same as, or names confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productto the Trademarks.

Trademarks. Nuvios shall identify Subject to the terms and select one or more trademarks conditions of this Agreement and the nonexclusivity of certain rights granted under the Arius Two Agreement upon the expiration of the Royalty Term (as defined in the Arius Two Agreement) pursuant to be used Section 3.04 thereof, BDSI hereby grants to registerMeda an exclusive, distribute paid-up, sub-licensable (subject to the constraints on sublicensing described in Section 3.02 above), royalty-free license to use the Marks during the Initial Term solely in connection with the use, development, promotion, marketing, distribution, offer for sale, and promote sale of the Licensed Product in the Territory (collectivelyTerritory, “Nuvios Trademarks” provided that such rights of marketing, distribution, offer for sale, and each individually a “Nuvios Trademark”)sale shall become effective upon the initial Governmental Approval of the Licensed Product in the Territory. Unless otherwise agreed between Meda acknowledges that it shall have no right, title or interest in or to the Parties, Ipsen shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (Marks except to the extent provided set forth in the next sentence). Nuvios shall own andlicense granted to Meda under this Section 3.03, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of BDSI reserves all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of rights to use the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”)Marks other than those rights granted herein, provided that, if Meda elects, at least *** prior to receipt of initial Governmental Approval in identifyingthe Territory with respect to the Licensed Product, selectingto use and thereafter uses BDSI’s “BEMA Fentanyl” Xxxx for the Licensed Product in the Territory, registering and/or using BDSI will not use such Xxxx in the Territory for purposes of marketing or selling the Licensed Product unless this Agreement terminates or Meda ceases the use of such Xxxx. Meda shall use the Marks in the exact form set forth on Exhibit G, attached hereto, including the “®” symbol or “™” symbol, as applicable. All content or other specific graphic elements provided by BDSI shall remain the property of BDSI and the Marks and any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register content or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same asgraphic elements, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its costcontent or graphic elements to be used by Meda with the Licensed Product, shall be responsible for procurementused only in the manner set forth in this Agreement and previously approved in writing by BDSI, maintenance and enforcement of all Ipsen Trademarks used such approval not to be unreasonably withheld. Notwithstanding anything to the contrary Meda shall be entitled to use any trademark other than the Marks, together with the Marks or registered otherwise, in connection with any the use, development, promotion, marketing, distribution, offer for sale, and sale of the Licensed Product. For the avoidance of doubt, such trademarks shall be the exclusive property of Meda. Meda hereby grants BDSI the perpetual, irrevocable, royalty-free, fully-paid right and license to use Xxxx Xxxxx (excluding, for the avoidance of doubt, the Meda name, logo and trade dress and any graphic elements relating thereto) in the manner previously approved in writing by Meda, such approval not to be unreasonably withheld in connection with the use, development, promotion, marketing, distribution, offer for sale, and sale of the Licensed Product outside the Territory and, following any termination of this Agreement by BDSI pursuant to Section 13.02 or 13.03 or by Meda pursuant to Section 13.03A, inside the Territory.

Trademarks. Nuvios 9.1 The Licensee shall identify and select one or more trademarks have the option to be used use the Licensor Trademark in relation to register, distribute and promote Licensed the Commercialization of Product in the Territory (collectively, “Nuvios Trademarks” and each individually a “Nuvios Trademark”)Territory. Unless otherwise agreed between The use by the Parties, Ipsen Licensee of the Licensor Trademark shall not avail itself constitute or imply any assignment or transfer of the Licensor Trademark or any license on any Nuvios Trademark, goodwill associated with it. Any goodwill accrued in connection with the use of the Licensor Trademark shall accrue solely to the benefit of the Licensor. The Licensee shall ensure that each reference to and use of the Licensor Trade Xxxx by the Licensee in Promotional Materials is acceptable to the Licensor and is accompanied by an acknowledgement that the Licensor Trade Xxxx is owned by the Licensor and used by the Licensee under license. 9.2 The Licensee shall not register or use any Nuvios challenge the validity of the Licensor Trademark and shall not licenseaid or assist third parties to do so. Whatever use the Licensee makes of the Licensor Trademark shall inure to the sole and exclusive benefit of the Product in accordance with this Agreement. 9.3 Except as required by applicable Law, register neither Party shall use the other Party's corporate name, or use any Trademarks of the other trademark or trade name which is Party (other than the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered Licensor Trademark) in connection with any Licensed ProductPromotional Materials or publication without the other Party's prior written consent which shall not be unreasonably withheld. The above restriction will not apply to representations that the Licensee is the exclusive licensee of the Licensor for the Product in the Territory. 9.4 In the case of infringement or misuse of the Licensor Trademark, except if the Licensor fails to initiate proceedings within three (3) months of the Licensee's notification thereof, the Licensee may give the Licensor notice requesting the Licensor to take such proceedings within thirty (30) days of the date of this second notice. If the Licensor fails to initiate such proceedings within such period, the Licensee shall be entitled to do so at its own cost and expense in which case it shall have sole conduct of any claim or proceedings. The Licensor shall, and shall procure that Ipsen or Teijin its Affiliates shall, reasonably assist and cooperate with the Licensee in any such claim, provided that the Licensee shall pay reimburse the Licensor for all reasonable out-of-pocket costs and expenses, if any, relating to such assistance and cooperation. Such reasonable assistance and cooperation of the costs Licensor and expenses its Affiliates shall include but not be limited to the execution of Nuvios such documents and the performance of such other acts, including being joined as a party to any proceedings, as may be reasonably required to facilitate such claim, including but not limited to such documents and acts that may, upon the Licensee's request, be required for the registration of the Licensee as exclusive licensee of the Licensor Trademark in connection with procuringthe Territory at the trademark office in the relevant countries of the Territory. The Licensee shall have sole right to settle such proceedings provided such settlement does not directly or indirectly adversely affect the Licensor's rights and interests outside of the Territory, registering, maintaining and enforcing Nuvios Trademarks shall be entitled to retain any financial payment awarded in Japan. Ipsen shall identify and select one such proceedings or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals agreed in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall settlement for its own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productaccount.

Trademarks. Nuvios In the event SB makes the PHASE II REVIEW POINT PAYMENT and SB's rights have not been otherwise terminated, SB shall identify be responsible for the selection, registration and select one maintenance of all Trademarks which it uses in connection with PRODUCT throughout the TERRITORY and SB shall own and control such Trademarks. In the event that SB makes the PHASE II REVIEW POINT PAYMENT but SB's rights to PRODUCT are terminated prior to the completion of the first Phase III clinical trial, SB shall exclusively assign to PDL all right, title and interest to all Trademarks used by SB in connection with PRODUCT throughout the TERRITORY (or more trademarks the relevant countries within the TERRITORY); provided that PDL shall pay for all TRADEMARK COSTS associated with the Trademarks to be used assigned and all OUT OF POCKET COSTS associated with the assignment thereof. To the extent such assignment is prohibited by the law of a country where a Trademark has been selected, registered or maintained by SB, the parties shall take all necessary steps to register, distribute and promote Licensed Product in the Territory (collectively, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and ensure that all rights in such eventTrademark is promptly transferred to PDL, Nuvios and SB shall grant appropriate license free of charge to Ipsen or Teijin for use of cooperate with and reasonably assist PDL in protecting such Nuvios Trademark in Japan (except to the extent provided in the next sentence)Trademark. Nuvios shall own andSubsequently, PDL, at its costexpense, shall be responsible for procurementthe selection, registration, registration and maintenance and enforcement of all Nuvios Trademarks used or registered employed in connection with PRODUCT throughout the TERRITORY (or the relevant countries in the TERRITORY) and PDL shall own and control such Trademarks. Except as expressly provided herein, nothing in this AGREEMENT shall be construed as a grant of rights, by license or otherwise, by SB to PDL to use such Trademarks for any Licensed Productpurpose, except as may be agreed upon to enable PDL to co-promote PRODUCT in accordance with Article 6. (b) Non-proprietary Names. If SB has made the PHASE II REVIEW POINT PAYMENT and SB's rights have not been otherwise terminated, SB shall be responsible for the selection and registration of non-proprietary names for PRODUCT in the TERRITORY, including obtaining a USAN and INN. In the event that Ipsen or Teijin shall pay for all of SB makes the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks PHASE II REVIEW POINT PAYMENT but SB's rights to be used PRODUCT are terminated prior to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions completion of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the PartiesPhase III clinical trial, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own andPDL, at its costexpense, shall be responsible for procurementthe selection and registration of non-proprietary names for PRODUCT in the TERRITORY (or the relevant countries of the TERRITORY), maintenance and, if necessary and enforcement of all Ipsen Trademarks used or registered appropriate, SB will cooperate with and reasonably assist PDL in connection with any Licensed Productobtaining these non-proprietary names.

Trademarks. Nuvios (a) Subject to clause (d) below, PFIZER shall identify in each Country sell Products under trademarks searched for availability, designated and select owned by XXXXXX-XXXXXXX, and which are reasonably acceptable to PFIZER, for use by PFIZER in such Country (the "Trademarks"); provided, however, that in the event XXXXXX-XXXXXXX has not by December 31, 1996 obtained and designated a Trademark in any Country, then PFIZER shall have the right to obtain a Trademark which is reasonably acceptable to XXXXXX-XXXXXXX in such Country, but shall be required to assign such Trademark to XXXXXX-XXXXXXX. (b) XXXXXX-XXXXXXX shall maintain the Trademarks in each Country at its own cost and expense throughout the term of this Agreement. All goodwill deriving from the use by PFIZER of Trademarks will accrue solely and exclusively to XXXXXX-XXXXXXX. (c) PFIZER shall use the Trademarks only in accordance with reasonable standards and guidelines communicated by XXXXXX-XXXXXXX from time to time during the Term of this Agreement. PFIZER agrees that its use of the Trademark shall be in a commercially acceptable and responsible manner. (d) In Countries where XXXXXX-XXXXXXX sells Products, it shall do so under a single Trademark, except in Italy where it may sell Products under two separate Trademarks. PFIZER shall sell Products in each Country under a single Trademark, except in Category 1 Countries where PFIZER may sell Products under one or more trademarks Trademarks; such Trademark may be a XXXXXX- XXXXXXX owned Trademark from a major market outside of such Country, provided that such Trademark is available and that XXXXXX-XXXXXXX shall have consented to such use, such consent not to be used unreasonably withheld. (e) Immediately upon expiration or termination of this Agreement with respect to registerany Country, distribute all rights granted to PFIZER hereunder to use the Trademark in such Country shall cease immediately and promote Licensed Product shall forthwith revert to XXXXXX-XXXXXXX, and PFIZER will discontinue forthwith all use of the Trademark in the Territory (collectively, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark such Country and shall not licensethereafter directly or indirectly sell or distribute any products bearing trademarks, register names or designs confusingly similar to the Trademark or otherwise use any other trademark trade names, names or trade name which is designs confusingly similar to the same asTrademark (provided, however, that, at XXXXXX-XXXXXXX'x option, PFIZER either shall continue customer sales of existing inventories or shall sell such existing inventories back to XXXXXX-XXXXXXX at cost); and will not represent itself in such Country as having been associated with, or confusingly similar toa licensee of, any Nuvios Trademark in any country, except Japan where Ipsen XXXXXX-XXXXXXX upon expiration or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph termination of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductAgreement.

Trademarks. Nuvios shall identify 10.1. IWBI owns certain rights, title and select one or more trademarks interest in and to be used several trademarks, service marks, certification marks, logos, trade dress, and other graphic images, including, but not limited to registerWELL Certified™, distribute the WELL Certified™ logo, WELL D&O™ and promote Licensed Product in the Territory WELL D&O™ logo (collectively, the “Nuvios Trademarks” Marks”) and, pursuant to licenses from IWBI, in the event You receive WELL D&O designation or WELL Certification for Your Project, GBCI has the right to grant You the limited right to use the Marks as set forth herein. The Marks constitute valuable intellectual property held by IWBI and licensed to GBCI and their licensors and are protected by law. You acknowledge and agree that the Marks constitute valuable intellectual property of IWBI and that any unauthorized use by You of these Marks constitutes both intellectual property infringement and a breach of this Agreement. IWBI holds registrations and applications for certification marks and/or trademarks for, some or all of the Marks in several jurisdictions worldwide. You acknowledge that IWBI is the owner of certain right, title and interest in and to each individually of the Marks in various jurisdictions pursuant to applicable statutes, common law or otherwise, regardless of whether each Xxxx has been applied for or registered in each jurisdiction, and You shall not engage in, advance, or otherwise support any action, claim or challenge that is inconsistent with the foregoing. 10.2. After you have formally applied for WELL Certification for Your Project, while Your Project is under review by GBCI, GBCI and IWBI grant You the limited right to indicate that You have applied for WELL Certification for Your Project, at whichever level is applicable, under the WELL Program; provided however, that You are prohibited from using the Marks in any manner that violates the intellectual property rights of any third party, is misleading, or that indicates or implies (as determined by GBCI in its sole and absolute discretion, subject to the terms of its license from IWBI) that Your Project has achieved, or will achieve, WELL Certification at any level. You are prohibited from using the WELL Certified™ logo in any manner prior to receipt of an award of certification from GBCI. In the event that Your Project is awarded WELL D&O designation or WELL Certification by GBCI, then, subject to the terms and conditions of this Agreement, GBCI grants You a non-exclusive, non- sublicenseable, non-transferable, revocable (in the discretion of GBCI, subject to the terms of its license from IWBI), royalty-free, limited license to use, during the period of time during which the Project’s designation or certification remains valid, the applicable Marks (depending if applicable, the level of WELL Certification achieved) for the purposes of indicating the level of WELL Certification granted in relation to the Project. For the avoidance of doubt, the license granted herein shall automatically expire, without notice, upon any expiration, termination or revocation of the Project’s designation or certification, as applicable. 10.3. You agree to use the Marks in accordance with all applicable laws, rules and regulations, and You will comply at all times with IWBI’s WELL Brand Guide (available at xxxxx://xxx.xxxxxxxxxxxxx.xxx/brand-guide)and PR Guides as published by IWBI and as may be updated from time to time (The WELL Brand Guide and PR Guides collectively referred to as the “Nuvios TrademarkWELL Branding Guidelines”), and any other related requirements associated with the use of the Marks as provided by GBCI or IWBI in writing to You. Unless otherwise agreed between The WELL Branding Guidelines shall be available online at xxxxx://xxx.xxxxxxxxxxxxx.xxx/resources/marketing. You represent and warrant that You have fully reviewed the PartiesWELL Branding Guidelines, Ipsen and You agree to check for updates often. 10.4. All rights not expressly granted herein are reserved by GBCI and/or IWBI, and no license is granted hereunder for the use of the Marks for any purpose beyond the uses set forth in this Section 10, or to any other intellectual property of GBCI or IWBI. You acknowledge and affirm IWBI’s ownership of the Marks and the validity and enforceability thereof, and You shall not avail itself make any claim of, or seek any right to, title or ownership in and to any of the Marks, nor shall You submit any trademark or other intellectual property application anywhere in the world covering, in whole or in part, any of the Marks or any terms, designs or logos confusingly similar to any of the Marks. You agree not to contest the validity of any license on of the Marks and not to voluntarily become a party to any Nuvios Trademarklitigation in which others contest the validity of any of the Marks. You agree and acknowledge that all rights, good will and other benefits accruing to you by your use of the image or the Marks will inure to the benefit of IWBI. Additionally, You shall not register in any way seek to avoid any obligations under this Agreement, or any other agreement you have with GBCI or IWBI, because of the assertion or allegation by any party that any of the Marks is invalid or by reason of any contest concerning any of the Marks or IWBI’s ability to use any Nuvios Trademark such Marks. 10.5. You acknowledge that the Marks and the goodwill associated therewith possess special, unique and extraordinary characteristics, which make difficult the assessment of monetary damages that GBCI and IWBI would sustain as a result of Your unauthorized use of the Marks. You recognize that GBCI and IWBI would suffer irreparable injury by such unauthorized use and agree that injunctive and other equitable relief is appropriate in the event of a breach by You of any of the terms of this Section 10. Such remedy shall not license, register or use be exclusive of any other trademark remedies available to GBCI and IWBI, nor shall it be deemed an election of remedies by IWBI. 10.6. The Marks WELL Certified™ and the WELL Certified™ logo are certification marks in the United States. Outside of the United States, such Marks (and any other similar Marks) may be treated, applied for or trade name which is the same as, registered as certification marks or confusingly similar to, any Nuvios Trademark standard commercial trademarks in any countrycountry or jurisdiction at the sole discretion of IWBI. 10.7. Notwithstanding the foregoing, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided any of the Marks are abandoned, canceled or otherwise determined or claimed to be invalid or becomes the subject of any challenge, IWBI and GBCI reserve the right to alter the Marks or the scope of the license granted herein. Any such updates will be communicated to you by updating the WELL Branding Guidelines or otherwise in the next sentence). Nuvios shall own andwriting, at its cost, shall and You will be responsible for procurementcomplying with the WELL Branding Guidelines as they may be updated from time to time. For the avoidance of doubt, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with the event that any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuringMarks are abandoned, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one canceled or more trademarks otherwise determined or claimed to be used to registerinvalid, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios You shall not avail itself be entitled to any damages including any refund of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productfees paid.

Trademarks. Nuvios 9.1 The Licensee shall identify and select one or more trademarks have the option to be used use the Licensor Trademark in relation to register, distribute and promote Licensed the Commercialization of Product in the Territory (collectively, “Nuvios Trademarks” and each individually a “Nuvios Trademark”)Territory. Unless otherwise agreed between The use by the Parties, Ipsen Licensee of the Licensor Trademark shall not avail itself constitute or imply any assignment or transfer of the Licensor Trademark or any license on any Nuvios Trademark, goodwill associated with it. Any goodwill accrued in connection with the use of the Licensor Trademark shall accrue solely to the benefit of the Licensor. The Licensee shall ensure that each reference to and use of the Licensor Trade Mxxx by the Licensee in Promotional Materials is acceptable to the Licensor and is accompanied by an acknowledgement that the Licensor Trade Mxxx is owned by the Licensor and used by the Licensee under license. 9.2 The Licensee shall not register or use any Nuvios challenge the validity of the Licensor Trademark and shall not licenseaid or assist third parties to do so. Whatever use the Licensee makes of the Licensor Trademark shall inure to the sole and exclusive benefit of the Product in accordance with this Agreement. 9.3 Except as required by applicable Law, register neither Party shall use the other Party's corporate name, or use any Trademarks of the other trademark or trade name which is Party (other than the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered Licensor Trademark) in connection with any Licensed ProductPromotional Materials or publication without the other Party's prior written consent which shall not be unreasonably withheld. The above restriction will not apply to representations that the Licensee is the exclusive licensee of the Licensor for the Product in the Territory. 9.4 In the case of infringement or misuse of the Licensor Trademark, except if the Licensor fails to initiate proceedings within three (3) months of the Licensee's notification thereof, the Licensee may give the Licensor notice requesting the Licensor to take such proceedings within thirty (30) days of the date of this second notice. If the Licensor fails to initiate such proceedings within such period, the Licensee shall be entitled to do so at its own cost and expense in which case it shall have sole conduct of any claim or proceedings. The Licensor shall, and shall procure that Ipsen or Teijin its Affiliates shall, reasonably assist and cooperate with the Licensee in any such claim, provided that the Licensee shall pay reimburse the Licensor for all reasonable out-of-pocket costs and expenses, if any, relating to such assistance and cooperation. Such reasonable assistance and cooperation of the costs Licensor and expenses its Affiliates shall include but not be limited to the execution of Nuvios such documents and the performance of such other acts, including being joined as a party to any proceedings, as may be reasonably required to facilitate such claim, including but not limited to such documents and acts that may, upon the Licensee's request, be required for the registration of the Licensee as exclusive licensee of the Licensor Trademark in connection with procuringthe Territory at the trademark office in the relevant countries of the Territory. The Licensee shall have sole right to settle such proceedings provided such settlement does not directly or indirectly adversely affect the Licensor's rights and interests outside of the Territory, registering, maintaining and enforcing Nuvios Trademarks shall be entitled to retain any financial payment awarded in Japan. Ipsen shall identify and select one such proceedings or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals agreed in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall settlement for its own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productaccount.

Trademarks. Nuvios 7.1 Master Franchisee acknowledges and agrees that Power Smoothie owns all right, title. and interest to the Trademarks, and to all applications, registrations, and other filings or notices which may be made with respect thereto in any jurisdiction. 7.2 Master Franchisee shall identify and select one not do or more trademarks permit any act or thing to be used done in derogation of any of the rights of Power Smoothie in connection with the Trademarks, either during the term of this Agreement or after, and Master Franchisee shall use the Trademarks only for the uses and in the manner licensed or franchised or both under, and as provided in, this Agreement. 7.3 During or after the term of this Agreement, Master Franchisee agrees that it shall not in any way dispute or impugn the validity of the Trademarks, or the rights of Power Smoothie to registerthem, distribute or the rights of Power Smoothie or other franchisees of Power Smoothie to use them. 7.4 Upon the termination of this Agreement for any reason, Master Franchisee shall forthwith deliver and promote Licensed Product surrender up to Power Smoothie each and all of the Trademarks, and any physical objects bearing or containing any of the Trademarks. Alternatively, at Power Smoothie’s election, Master Franchisee shall obliterate or destroy any Trademarks in Master Franchisee’s possession. Power Smoothie Café Franchising, Inc. 7.5 If Master Franchisee is a corporation, it shall not use any of the Trademarks or Power Smoothie’s trade name, or any words or symbols that are confusingly similar to them, in whole or in part, in Master Franchisee’s corporate name without Power Smoothie’s prior written consent, which consent may be withheld in Power Smoothie’s sole and absolute discretion. In particular, Master Franchisee shall not use the words “Power Smoothie CaféTM”, or any variant, as part of Master Franchisee’s corporate name without first obtaining Power Smoothie’s express written consent. 7.6 If Master Franchisee is required to do so by any statute or ordinance. Master Franchisee shall promptly upon the execution of this Agreement, file with applicable government agencies or offices, a notice of Master Franchisee’s intent to conduct Master Franchisee’s business under the name “Power Smoothie CaféTM”. Promptly upon the termination of this Agreement for any reason whatsoever Master Franchisee shall execute and file such documents as may be necessary to revoke or terminate such assumed name registration, and if Master Franchisee fails to promptly execute and file such documents as may be necessary to effectively revoke and terminate such assumed name registration, Master Franchisee hereby irrevocably appoints Power Smoothie as Master Franchisee’s attorney-in-fact to do so for and on the behalf of Master Franchisee. 7.7 Master Franchisee acknowledges that substantial confusion will exist among the public if, after the termination of this Agreement, Master Franchisee continues to use the telephone number(s) listed in any telephone directory under the name “Power Smoothie CaféTM”. or some other name confusingly similar thereto. Accordingly, effective upon the expiration or termination of this Agreement for any reason whatsoever, Master Franchisee shall direct the telephone company servicing Master Franchisee to disconnect the telephone number listed under the Power Smoothie name in the then-current telephone directory, or transfer such number to Power Smoothie or to such person and location as Power Smoothie directs. If Master Franchisee fails to promptly so direct the telephone company in accordance with Power Smoothie’s instructions, Master Franchisee hereby irrevocably appoints Power Smoothie as attorney-in-fact to direct the telephone company to make such transfer. Master Franchisee understands and agrees that notwithstanding any billing arrangements with any telephone company or yellow pages directory company, Power Smoothie shall be deemed for purposes hereof to be the subscriber of such telephone numbers, with full authority to instruct the applicable telephone or yellow pages directory company as to the use and disposition of telephone listings and numbers. Master Franchisee hereby agrees to release, indemnify and hold such companies harmless from any damages or loss on account of following Power Smoothie’s instructions. 7.8 From time to time, in the Manuals, or in directives or bulletins supplemental to them, Power Smoothie may change, improve or modify the Trademarks. Master Franchisee shall accept, use, and display, as may be applicable, such modified Trademarks in accordance with the procedures, policies, rules and regulations contained in the Manuals and within the timeframe specified by Power Smoothie, as though they were specifically set forth in this Agreement. 7.9 Power Smoothie and the Master Franchisee agree that in the event that the Master Franchisee or any of its Subfranchisees shall be enjoined, restrained, or otherwise prevented from operating under the Power Smoothie name or the Trademarks or associated logos in the Territory (collectivelyas a result of a binding order entered by any court of competent jurisdiction, “Nuvios the Master Power Smoothie Café Franchising, Inc. Franchisee and/or its Subfranchisees will promptly remove all signs, logos, property, displays, or other indicia of the Trademarks” . Master Franchisee shall hold Power Smoothie harmless from any claims by the Master Franchisee or its Subfranchisees with respect thereto. 7.10 If Master Franchisee receives notice or is informed or learns that any third party, which Master Franchisee believes to be unauthorized to use the Trademarks, is using the Trademarks or any variant of them. Master Franchisee shall promptly notify Power Smoothie of the facts relating to such alleged infringing use. Thereupon, Power Smoothie, in its sole and each individually a “Nuvios Trademark”)absolute discretion, shall determine whether it wishes to take any action against such third person on account of such alleged infringement. Unless otherwise agreed Master Franchisee shall have no right to make any demand against any such alleged infringer or to prosecute any claim of any kind or nature whatsoever against such alleged infringer for or on account of such infringement. 7.11 Master Franchisee has no right, title or interest in or to any of the Trademarks, except as granted to it in this Agreement or any subsequent franchise agreement between the Partiesparties. Master Franchisee acknowledges that Master Franchisee now asserts no claim and later shall assert no claim to any goodwill, Ipsen shall not avail itself reputation or ownership of any license on any Nuvios Trademark, shall not register the Trademarks by virtue of Master Franchisee’s licensed or franchised use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same asboth of them, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productotherwise.

Trademarks. Nuvios ​ (a) BFA Holder is permitted to display the Proprietary Marks solely to designate the brand of the Products or other approved Businesses being operated at a BFA Holder Branded Outlet (which uses shall identify and select one or more trademarks be limited to be used only the specific corresponding Authorized Use(s) as to register, distribute and promote Licensed Product in the Territory (collectively, “Nuvios Trademarks” and each individually a “Nuvios Trademark”Proprietary Xxxx). Unless otherwise agreed between BFA Holder agrees that no Product will be sold under any of the PartiesProprietary Marks unless it meets the product quality specifications set forth in this Agreement and is additized as specified in this Agreement nor shall any Business be operated unless it meets the quality specification and other standards (including any brand identity standards or retail image standards) existing as of the Effective Date or modified or established by ExxonMobil from time to time, Ipsen as such standards and specifications may be amended from time to time after the Effective Date. If there shall not avail itself of any license on any Nuvios Trademarkbe posted, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same asmounted, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen otherwise displayed on or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed ProductBFA Holder Branded Outlet any sign, except that Ipsen poster, placard, plate, device or Teijin shall pay for all form of advertising matter whether or not received from ExxonMobil, consisting in whole or in part of the costs name of ExxonMobil or any of the Proprietary Marks, BFA Holder agrees at all times to display same, or cause the Franchise Dealers to display same, properly and expenses not to diminish, dilute, denigrate, or otherwise adversely affect same. BFA Holder further agrees to take no action that will diminish or dilute the value of Nuvios any Proprietary Xxxx. (b) Immediately upon termination (whether in full or as to any individual outlet) or expiration of this Agreement, or prior thereto upon demand by ExxonMobil, BFA Holder shall discontinue all uses of the Proprietary Marks, including the posting, mounting or display of any Proprietary Xxxx and all uses of Proprietary Marks in connection with procuringbusiness cards, registeringadvertisements and letterhead/stationary, maintaining and enforcing Nuvios Trademarks shall cause its Franchise Dealers to do the same. If BFA Holder or any Franchise Dealer ceases to do business at any BFA Holder Branded Outlet, BFA Holder shall, and shall cause its Franchise Dealer to, discontinue the posting, mounting or display of any Proprietary Marks immediately upon BFA Holder or its Franchise Dealer(s), as the case may be, ceasing to sell the Products or operate the Business, including, without limitation, in Japanthe event that the BFA Holder Branded Outlet in question is debranded by ExxonMobil under Section 2(e) or in any event upon demand by ExxonMobil. Ipsen BFA Holder acknowledges ExxonMobil’s self-help rights set forth in this Agreement, including the rights of entry described in Sections 26(e) and 35, and agrees that BFA Holder shall identify be solely responsible for all fees, cost and select one expenses incurred by ExxonMobil or more trademarks its Affiliates in exercising any such rights. ​ (c) BFA Holder agrees to notify ExxonMobil or its designee of any apparent or threatened infringement, dilution or other misuse (“Misuse”) of any Proprietary Xxxx promptly after becoming aware of such Misuse. ExxonMobil shall have the sole right, in its sole discretion, to take any action, legal or otherwise, against such Misuse, and notwithstanding any other provisions in this Agreement, BFA Holder agrees to provide ExxonMobil with any assistance which, in the opinion or judgment of ExxonMobil, is necessary to protect ExxonMobil’s right, title and interest in and to the Proprietary Marks. ExxonMobil shall be entitled in such event to retain all monetary recovery from any misusing third party by way of judgment, settlement or otherwise. BFA Holder shall have no right to, and hereby agrees that it will not (except as requested by ExxonMobil), take any action, with respect to any apparent or threatened Misuse of any Proprietary Xxxx. BFA Holder shall have no recourse against ExxonMobil, ExxonMobil’s agents, officers, directors, and employees or third parties under their control in the event ExxonMobil chooses not to act against any apparent or threatened Misuse of any of the Proprietary Marks or if any third party challenges the right of ExxonMobil or BFA Holder to use any of the Proprietary Marks. (d) BFA Holder shall not, and shall cause its Franchise Dealers not to, sell non-Exxon or Mobil-branded motor fuels under any Proprietary Xxxx, including without limitation, any Exxon or Mobil-identified canopy or at any fueling island where BFA Holder or a Franchise Dealer is selling Products. As used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectivelythis Section, “Ipsen Trademarksnon-Exxon or Mobil-branded motor fuels” shall not be construed to apply to gasohol or other synthetic motor fuels of similar usability, to the extent ​ ​ provided for in the Gasohol Competition Act of 1980, Pub. L.96-493 or renewable fuels as defined in Section 2807 of the Petroleum Marketing Practices Act; provided however, that BFA Holder and each individually its Franchise Dealers shall label such product so as to ensure that consumers are not confused that such product is an “Ipsen Trademark”Exxon or Mobil-branded motor fuel. ​ (e) Without affecting BFA Holder’s obligations under Section 3(d), provided thatif BFA Holder or any Franchise Dealer offers non-Exxon or Mobil-branded motor fuels at a BFA Holder Branded Outlet, BFA Holder agrees to protect, and cause its Franchise Dealer(s) in identifyingquestion to protect, selectingthe identity of the Products and the Proprietary Marks by all reasonable methods, registering and/or using which would prevent customer confusion or misinformation. BFA Holder agrees to conform, and cause its Franchise Dealers to conform, to ExxonMobil’s de-branding requirements as outlined in Exhibits 9A and 9B, as same may be revised from time to time, including but not limited to posting of ExxonMobil approved signs which clearly distinguish the Products from non-Exxon or Mobil-branded motor fuels, disclaiming any product liability of ExxonMobil for damage resulting from use of non-Exxon or Mobil-branded motor fuels, and removing or covering any signs which may mislead, confuse, or misinform any customers or reduce their goodwill toward any Proprietary Xxxx. In addition, BFA Holder agrees to comply, and cause its Franchise Dealers to comply, with any additional steps beyond the ExxonMobil de-branding requirements set forth in any applicable law, ordinance or regulation regarding the labeling of petroleum products. (f) In furtherance of its obligations as set forth in this Section, BFA Holder agrees that it will for itself, and as to any of its Franchise Dealers, require of such Ipsen TrademarkFranchise Dealers that they will, Ipsen complies while identifying the source of the Products sold at any BFA Holder Branded Outlet, comply with all of the provisions of this Section. Such assistance includes, but is not limited to, the first paragraph authorization to ExxonMobil to commence legal proceedings in BFA Holder’s name, and at BFA Holder’s expense, for the purposes of enforcing BFA Holder’s obligations in this Section 11.1 that are applicable Section. ​ (g) BFA Holder shall have neither the right to Ipsen. Unless otherwise agreed between use or display at marinas, nor the Partiesright to authorize or permit the use or display at marinas by Franchise Dealers of, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark Proprietary Xxxx and shall not licensesell, register or use any other trademark or trade name which is the same asand shall cause its Franchise Dealers not to sell, Products at marinas. ​ (h) To permit ExxonMobil to carry out its rights to protect its Proprietary Marks from diminution, dilution, or confusingly similar destruction by misuse or failure by those to whom permission to display them has been granted under this Agreement, BFA Holder agrees that upon request by ExxonMobil it will provide ExxonMobil with a list of the names and addresses of Franchise Dealers to whom BFA Holder has provided any Proprietary Xxxx and where such BFA Holder Branded Outlets are displaying such Proprietary Marks. (i) If BFA Holder, for whatever reason, ceases to display or authorize the display of Proprietary Marks at any BFA Holder Branded Outlet, then BFA Holder will notify ExxonMobil in writing within thirty (30) days of that event. ​ (j) Except as may be expressly permitted by ExxonMobil, BFA Holder shall not, and shall cause its Franchise Dealers not to, use the Proprietary Marks as part of BFA Holder’s or any Ipsen Trademark Franchise Dealer’s corporate or other name or as part of or in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection conjunction with any Licensed Productdomain name. (k) BFA Holder shall, and shall cause its Franchise Dealers to, immediately stop using the Proprietary Marks relating to any Business at any BFA Holder Branded Outlet if: ​ (1) this Agreement is terminated or the Term expires and is not renewed or extended; or ​ (2) ExxonMobil withdraws its approval to use or operate that Business at that outlet under Section 2(e); or ​

Trademarks. Nuvios Hutchmed shall identify use the Epizyme Marks and select one Epizyme Domains only in connection with Hutchmed’s Development, Manufacture, and Commercialization of the Licensed Products in the Territory in accordance with the terms and conditions of this Agreement, including the trademark license terms set forth in Exhibit D, which are incorporated herein. Epizyme shall retain ownership of all of the Epizyme Marks and Epizyme Domains. Except as expressly provided in this Agreement, or more trademarks except as otherwise required by Applicable Law or agreed by the Parties in advance in writing, neither Party shall have any right to be used use the other Party’s or the other Party’s Affiliates’, and Hutchmed shall not have any right to registeruse any Epizyme Entity’s, distribute Trademarks in connection with any Development, Manufacture or Commercialization of any Licensed Product. At Epizyme’s option, and promote if permitted by local Applicable Laws in the Territory, each Licensed Product in the Territory (collectivelyshall be co-branded with the Epizyme name and Epizyme-designated corporate trademark, in a manner to be reasonably agreed by the Parties and subject to the terms of this Agreement, including the trademark license terms set forth in Exhibit D, with the Global Brand Strategy having been taken into consideration. If Hutchmed co-brands any Licensed Product with a Hutchmed Xxxx, the Global Brand Strategy having been taken into consideration, then all Hutchmed Marks will at all times during and after the Term remain the sole and exclusive property of Hutchmed, all use of, and goodwill associated with, the Hutchmed Marks will inure to the sole and exclusive benefit of Hutchmed, the Epizyme Marks and Hutchmed Marks will at all times remain separate trademarks, owned by their respective owners, and neither Party will “Nuvios Trademarkslock up” or otherwise combine Epizyme Marks and each individually Hutchmed Marks to create a “Nuvios Trademark”)unitary composite xxxx. Unless otherwise agreed between the PartiesExcept as set forth in Exhibit D, Ipsen neither Party shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not licenseof the other Party in combination with another word, register or use any other trademark or trade name which is the same assymbol, or confusingly similar todesign, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use without the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all prior written approval of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductParty.

Trademarks. Nuvios (i) Except with respect to any Trademark that the Borrower shall identify reasonably determine is of negligible economic value to it (and select one so advise the Collateral Agent in writing), the Borrower (either itself or more trademarks through licensees) will, with respect to any Trademark on which a Lien has been or shall be used created pursuant to registerthis Agreement (a "Liened Trademark"), distribute (i) continue to use each Liened Trademark on each and promote Licensed Product every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Liened Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the Territory (collectively, “Nuvios Trademarks” past the quality of products and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall not avail itself of any license on any Nuvios services offered under such Liened Trademark, shall (iii) employ such Liened Trademark with the appropriate notice of registration, (iv) not register adopt or use any Nuvios maxx xhich is confusingly similar or a colorable imitation of such Liened Trademark unless the Collateral Agent, for the benefit of the Secured Parties, shall obtain a perfected security interest in such maxx pursuant to this Security Agreement, and shall (v) not license, register (and not permit any licensee or use sublicensee thereof to) do any other trademark act or trade name which is knowingly omit to do any act whereby any Liened Trademark may become invalidated. (ii) The Borrower will notify the same asCollateral Agent immediately if it knows, or confusingly similar tohas reason to know, that any application or registration relating to any Liened Trademark may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any Nuvios proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding the Borrower's ownership of any Liened Trademark or its right to register the same or to keep and maintain the same. (iii) Whenever the Borrower, except Japan where Ipsen either by itself or Teijin through any agent, employee, licensee or designee, shall file an application for the registration of any Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, the Borrower shall report such filing to the Collateral Agent within fifteen days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Collateral Agent, the Borrower shall execute and deliver any and all agreements, instruments, documents, and papers as the Collateral Agent may use request to create a security interest in its favor for the Nuvios benefit of the Secured Parties in any such Trademark and the goodwill and General Intangibles of the Borrower relating thereto or represented thereby, and the Borrower hereby constitutes and appoints the Collateral Agent its attorney-in-fact to execute and file, in the event of the failure of the Borrower to do so, all such eventwritings for the foregoing purposes, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use all acts of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own andattorney being hereby ratified and confirmed; such power being coupled with an interest, at its cost, it is and shall be responsible for procurement, registration, maintenance irrevocable until the payment in full in cash and enforcement performance of all Nuvios Trademarks used Obligations, the expiration or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for cancellation of all of the costs Bank Letters of Credit and expenses the Merchandise Letters of Nuvios Credit and the termination of the Merchandise Letter of Credit Facility, the Hedging Agreement, the cash management arrangements with the New Cash Management Bank and the Existing Cash Management Banks, the foreign exchange arrangements with the Foreign Exchange Bank and the Commitments. (iv) The Borrower will take all reasonable and necessary steps, including, without limitation, in connection with procuringany proceeding before the United States Patent and Trademark Office, registeringor any similar office or agency in any other country or any political subdivision thereof, maintaining in which the applicable Liened Trademark is used by the Borrower, to maintain and enforcing Nuvios Trademarks pursue each application (and to obtain the relevant registration) and to maintain each registration of the Liened Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) In the event that any Liened Trademark included in Japan. Ipsen the Collateral is infringed, misappropriated or diluted by a third party, the Borrower shall identify promptly notify the Collateral Agent after the Borrower learns thereof and select one or more trademarks shall, unless the Borrower shall reasonably determine that such Liened Trademark is of negligible economic value to be used the Borrower (which determination the Borrower shall promptly report to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”the Collateral Agent), provided thatpromptly sux for infringement, in identifyingmisappropriation or dilution, selectingto seek injunctive relief where appropriate and to recover any and all damages for such infringement, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register misappropriation or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same asdilution, or confusingly similar to, any Ipsen Trademark in France. Ipsen take such other actions as the Borrower shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used reasonably deem appropriate or registered in connection with any Licensed Productthe Collateral Agent may reasonably request under the circumstances to protect such Liened Trademark.

Trademarks. Nuvios 5.1 The parties acknowledge that the RCC Marks are trademarks or service marks owned or controlled by RCC and that all goodwill generated by RIFs use of the RCC Marks shall identify inure to RCC's benefit or to the benefit of the RCC Marks' owner, as the case may be. RCC shall use its commercially reasonable efforts to register each of the RCC Marks with the U.S. Patent and select Trademark Office as trademarks or service marks, as applicable. Nothing contained herein shall constitute an assignment of the RCC Marks or grant to RII any right, title or interest therein, except as specifically set forth herein. RII shall maintain RCC's quality standards with respect to its use of the RCC Marks, and otherwise use the RCC Marks subject to any reasonable restrictions or requirements established by RCC from time to time, hi the event that RII shall obtain any proprietary right in any RCC Marks, as a result of the exercise by RII of any right granted to it hereunder, such proprietary right shall immediately vest in RCC, however, RII shall be authorized to use such new proprietary right as though same had specifically been included in this Agreement. In the event that RII requests that RCC pursue registration in the U.S. Patent and Trademark Office of a trademark and RCC elects not to pursue such registration, then RII shall have the right to file applications in any of one or more trademarks countries for registration of such trademark and RCC shall not interfere and, to be used to registerthe extent requested by RII, distribute and promote Licensed Product shall, at RII's expense, cooperate with RII in the Territory any such applications (collectivelyeach such trademark, “Nuvios Trademarks” and each individually a “Nuvios "RII Trademark”"). Unless otherwise agreed between Notwithstanding anything herein to the Partiescontrary, Ipsen RII shall own any trademark rights it acquires with respect to any RII Trademark and all goodwill generated by RII's use of any RII Trademark shall inure to RII's benefit. 5.2 Except as set forth in SECTION 5.1, RII shall not avail itself of file any license on application in any Nuvios Trademark, shall not country to register or use any Nuvios Trademark and shall not license, register or use any other a trademark or trade name which is the same as, or confusingly similar to, or misleading with respect to the RCC Marks or any Nuvios Trademark other trademark of RCC. If any application for registration is filed in any countrycountry by RII in contravention of this SECTION 5.2, except Japan where Ipsen RCC shall have the right to take appropriate action against RII, including seeking injunctive relief, to prohibit or Teijin otherwise restrain RII's use of the infringing mark. 5.3 RII shall, upon the prior written request of RCC, fuxxxxh RCC proofs of all materials bearing any RCC Marks licensed hereunder by RCC or sublicensed hereunder by RII (including, without limitation, printed or electronic copies of all RCC Related Sites advertising and publicity materials). Review by RCC shall not relieve RII of any of its warranties or obligations under this Agreement. Samples and materials to be reviewed by RCC shall be submitted to such person that may use be designated in writing by RCC. 5.4 In the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free event that RII learns of charge to Ipsen any infringement or Teijin threatened infringement of the RCC Marks licensed for use under this Agreement, or that any Person claims or alleges that the trademarks or logos are liable to cause deception or confusion to the public, RII shall immediately notify RCC of the substance of any such infringement, claim or allegation thereof, and, in the case of any infringing use, RCC shall at its discretion take all reasonable steps so as to cause the cessation of such Nuvios Trademark use. If RCC does not take action in Japan the case of any infringing use, RII may, but is not obligated to, take action to cause the cessation of such use. If RII takes such action, RCC agrees to cooperate with the reasonable requests of RII (except including, without limitation, sending cease and desist letters and becoming a co-party or party in interest in any litigation) with respect to such action and, in the event of a judgment or settlement in favor of RCC and/or RII, RII shall be entitled to (i) attorneys' fees and costs and (ii) damages to the extent provided damages are attributable to the detriment to any Internet Business or Internet sales. 5.5 Upon the termination of this Agreement, RII shall cease all use of the RCC Marks and Related Content, as soon as commercially and technically practicable, but in no event later than thirty (30) days and shall remove or erase the RCC Marks and Related Content from the RII Network, and from any of RII's advertising and promotional materials, as soon as commercially and technically practicable, given customary Internet business practices, but in no event shall any such material remain on the RII Network more than thirty (30) days after termination, and at RCC's request, RII shall certify in writing to RCC such removal or erasure. RII shall use its commercially reasonable efforts to remove or erase RCC Marks and Related Content from any other sites or places owned or controlled by RII, but not listed in the next sentencepreceding sentences as soon as commercially and technically practical. In addition, upon the termination of this Agreement, RCC shall have the right to request in writing that RII cease to use any of the domain names listed on Exhibit B. RII shall have thirty (30) days from its receipt of such request to cease the use of any such domain names and shall use its commercially reasonable efforts to assist RCC in the transfer of registration of any such domain names from RII to RCC. 5.6 RII shall cause the trademark notice "(R)" or "(SM)" and/or the legend "[RCC Mark] is a trademark of RCC and is used under license" and/or such otxxx legend as requested by RCC from time to time, to appear on promotional materials and, to the extent consistent with general Internet practices, on or in connection with services provided by RII. 5.7 During or after the Term, except for actions permitted by this Agreement, RII shall not, directly or indirectly, do or cause to be done anything which contests or materially impairs RCC's right, title or interest in the RCC Marks. 5.8 The License is personal to RII. Nuvios RII shall own not assign, sell, or otherwise transfer ("Transfer") to any person or entity, in whole or in part, any of the rights or privileges granted to RII under this Agreement without RCC's prior written consent, which may be withheld, delayed or conditioned for any reason in RCC's sole and absolute discretion. Any attempted Transfer without RCC's prior written consent shall be null, void and of no effect. For purposes of this SECTION 5.8, a change in the record or beneficial ownership of any of the outstanding shares of the capital stock of RII shall not be deemed to be a Transfer, except that, prior to completion of a public offering of RII's common stock pursuant to a registration statement under the Securities Act of 1933, as amended, a Transfer shall be deemed to include a transaction or series of transactions pursuant to which, more than 50% of the issued and outstanding shares of RII's voting common stock are owned by parties other than (i) David Ritz, Fred Lerner, Wade Mayberry and or Linda Ritz Dolphin and/xx xxx xxxatxxxx xx xxxh xxxxxxx xx xxusts for xxx xxxxxits of such parties or their relatives and (ii) RCC and/or any employees, successors or assignees of RCC. 5.9 RCC has a substantial and legitimate interest in protecting the exceptional goodwill and value associated with the RCC Marks and in encouraging RII's full and complete performance under this Agreement. During the Term, except for actions permitted by this Agreement, RII shall use commercially reasonable best efforts to not do or cause to be done anything to materially damage or materially impair the goodwill associated with the RCC Marks and Related Content. 5.10 During the Term, RCC shall, at its costsole expense, shall be responsible for procurement, registration, take such actions as necessary (including the filing of any applicable renewal forms and payment of applicable maintenance and enforcement of all Nuvios Trademarks used or registered renewal fees) in connection order to maintain with any Licensed Product, except that Ipsen or Teijin shall pay for all the applicable regulatory authorities the registration in good standing of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductRCC Marks.

Trademarks. Nuvios As of the Effective Date Section 9 of the Original Agreement shall identify be amended and select one or more trademarks replaced as follows: 8.1 NNBL shall have the option to be used use AZ Trademark in relation to register, distribute and promote Licensed the Commercialization of Product in the Territory (collectively, “Nuvios Trademarks” and each individually a “Nuvios Trademark”)Territory. Unless otherwise agreed between the Parties, Ipsen The use by NNBL of AZ Trademark shall not avail itself constitute or imply any assignment or transfer of any license on any Nuvios Trademark, goodwill associated with it. Any goodwill accrued in connection with the use of AZ Trademark shall accrue solely to the benefit of AZ. NNBL shall ensure that each reference to and use of AZ Trademark by NNBL in Promotional Materials is acceptable to AZ. 8.2 NNBL shall not register or use any Nuvios challenge the validity of AZ Trademark and shall not licenseaid or assist third parties to do so. Whatever use NNBL makes of AZ Trademark shall inure to the sole and exclusive benefit of the Product in accordance with this Agreement. 8.3 Except as required by applicable Law, register neither Party shall use the other Party’s corporate name, or use any Trademarks of the other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered Party in connection with any Licensed ProductPromotional Materials or publication without the other Party’s prior written consent which shall not be unreasonably withheld. 8.4 In the case of infringement or misuse of AZ Trademark, except if AZ fails to initiate proceedings within three (3) months of NNBL’s notification thereof, NNBL may give AZ notice requesting AZ to take such proceedings within thirty (30) days of the date of this second notice. If AZ fails to initiate such proceedings within such period, NNBL shall be entitled to do so at its own cost and expense in which case it shall have sole conduct of any claim or proceedings. AZ shall, and shall procure that Ipsen or Teijin its Affiliates shall, reasonably assist and cooperate with NNBL in any such claim, provided that NNBL shall pay reimburse AZ for all reasonable out-of-pocket costs and expenses, if any, relating to such assistance and cooperation. Such reasonable assistance and cooperation of AZ and its Affiliates shall include but not be limited to the execution of such documents and the performance of such other acts, including being joined as a party to any proceedings, as may be reasonably required to facilitate such claim, including but not limited to such documents and acts that may, upon NNBL’s request, be required for the registration of NNBL as joint owner of AZ Trademark in the Territory at the trademark office in the relevant countries of the costs Territory. NNBL shall have sole right to settle such proceedings provided such settlement does not directly or indirectly adversely affect AZ’s rights and expenses interests outside of Nuvios the Territory, and shall be entitled to retain any financial payment awarded in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks such proceedings or agreed in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall settlement for its own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productaccount.

Trademarks. Nuvios shall identify (a) Licensor represents and select warrants that there is set forth in subparagraph (g) immediately below a full and complete list of all trademark registrations and applications owned or controlled by Licensor and/or Golfer, anywhere in the world in those trademark classes which relate to the Licensed Products. Licensor agrees that it will use its diligent efforts, at its own expense, to maintain in effect those registrations set forth in subparagraph (g) immediately below. As used herein, the full name NANCX XXXXX xxx the facsimile signature of Nancx Xxxxx xxx hereinafter referred to as the "Existing Marks." (b) If, at any time during the Contract Period, Company should intend or desire to create and use in connection with Licensed Products any new or additional names, words, logos, designs or devices which include any part of the Existing Marks and/or any other part of the Golfer Identification (such a newly-created mark xxxng hereinafter referred to as a "Golfer Logo"), then and in such event Company may at its election and at its cost and expense create one or more trademarks sample proposed Golfer Logos and submit the same to Licensor. Licensor shall have the right to approve or disapprove any such proposed Golfer Logo in its sole discretion, and Company agrees it will not make any use of any proposed Golfer Logo until the same shall have been approved in writing by Licensor. Approval of any Golfer Logo by Licensor shall not be unreasonably withheld. (c) Following approval by Licensor of the Golfer Logo, as described immediately above, Licensor agrees that Company shall have the right to undertake procedures to apply for and seek registration of such Golfer Logo (and/or, at the election of Company, any Existing Mark) xx the name of Golfer (or such other name as Licensor may from time-to-time notify Company) in any one or more countries or territories of the world (as Company may select) in any trademark class or classes which relate to Licensed Products. Company agrees to use its diligent efforts to obtain final registration of such applications, but the parties hereto acknowledge that the Golfer Logo may or may not be capable of registration in one or more countries of the world in one or more trademark categories. (d) All costs and expenses of Licensor in filing those trademark applications, and in applying for and seeking the registrations, referred to in the subparagraph immediately above, including, without limitation, trademark search fees, trademark filing fees, the fees and expenses of local trademark attorneys (which will be retained in consultation with Licensor's trademark counsel) and all other fees, costs and expenses related thereto, shall be paid by Company, and Company shall record such expenses in an account referred to as the "Trademark Account." Company agrees to maintain receipts and other evidence of payment of all expenses recorded in the Trademark Account. All costs and expenses set forth in the Trademark Account shall be solely for the account of Company, provided, however, that Licensor shall reimburse Company, on an annual basis, for amounts recorded in the Trademark Account up to a total of US$12,000 during any Contract Year, such reimbursements to be used made within thirty (30) days following the conclusion of each Contract Year (limited to registerthe First-Fifth Contract Years). Excess amounts in the Trademark Account which are not reimbursed during a particular Contract Year may be carried forward by Company for reimbursement in a later Contract Year (limited to the First-Fifth Contract Years) provided that the total reimbursement shall not exceed US$60,000. (e) Upon the registration of the Golfer Logo in any trademark class in any country or territory of the world, or upon the registration of an Existing Mark xx any trademark class in any country or territory of the world (each such registration being hereinafter referred to as a "Licensed Trademark"), Licensor agrees to grant and does hereby grant to Company the exclusive right to use such Licensed Trademark within the relevant trademark class within the relevant jurisdiction on or in connection with Licensed Products, which right shall be coextensive and coterminous with the rights hereinbefore granted to Company for the use of the Golfer Identification. (f) Any other provisions herein to the contrary notwithstanding, if Company shall intend or desire to manufacture, advertise, distribute and promote or sell Licensed Product in Products with the Territory (collectively, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall not avail itself use of any license on one or more of the Golfer Logos in any Nuvios Trademarkone or more countries or territories of the world in any trademark class or classes whether or not the relevant Mark xxx theretofore been registered, such use shall not register or be at the sole risk and liability of Company. (g) Licensor represents that Golfer is the owner of Japanese trademark registration No. 1,571,425, registered March 2S, 1993, in Japanese Class 17 (apparel) for the mark XXXCX XXXXX. (h) Company agrees that it will not, during the Contract Period, sanction any other party to use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, mark xxxntical with or confusingly similar toto any part of the Golfer Identification, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided permitted by the license herein granted or sublicenses permitted hereunder. (i) Company agrees that nothing herein contained shall give to Company any right, title or interest in the next sentenceExisting Marks, any Golfer Logo, or any other part of the Golfer Identification (except the licensed rights in accordance with this Agreement). Nuvios shall own and, at its costand that each and every part of the Golfer Identification and any mark xxxistered pursuant to this paragraph is the sole property of Licensor and that any and all use by Company of any part of the Golfer Identification, and the goodwill arising therefrom, shall inure to the benefit of Licensor. (j) Company agrees never to raise or to cause to be responsible raised any question concerning, or objection to the validity of, the Golfer Identification or the right of Licensor thereto, on any grounds whatsoever. (k) Company agrees that it will not, during the Contract Period or thereafter, file any application for procurementany mark (xxher than in the name of Licensor or Golfer as provided herein), or obtain or attempt to obtain ownership of any mark xx trade name, in any country of the world, which refers to or is suggestive of the name Nancx Xxxxx, xxy other part of the Golfer Identification, or any mark, xxsign or logo intended to identify Golfer. (l) In the event that Licensor makes application for trademark registration of any part of the Golfer Identification, Company agrees to provide Licensor all reasonable assistance towards obtaining such registration, maintenance and enforcement including the execution of all Nuvios Trademarks used documents deemed necessary or registered in connection desirable by Licensor. (m) In no event shall an Existing Mark, x Golfer Logo, or any other part of the Golfer Identification, be commingled with any Licensed Producttrademarks of Company, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided thatelements thereof, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable a manner as to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register create a separate logo or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Producttrademark.

Trademarks. Nuvios shall identify and select one or more trademarks 3.2.1 Photogen hereby grants to be used to register, distribute and promote Licensed Product Newco for the Term a [****] license in the Territory to ---------------- [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. use and display the Photogen Trademarks to promote, offer for sale and sell the Products in the Field in the Territory and the following provisions shall apply as regards the use of the Photogen Trademarks by Newco hereunder: (collectively1) Newco shall ensure that each reference to and use of a Photogen Trademark by Newco is in a manner approved by Photogen and accompanied by an acknowledgement, “Nuvios Trademarks” in a form approved by Photogen, that the same is a trademark (or registered trademark) of Photogen. From time to time, upon the reasonable request of Photogen, Newco shall submit samples of the Product to Photogen or its duly appointed agent to ensure compliance with quality standards and each individually a “Nuvios Trademark”)specifications. Unless otherwise agreed between Photogen, or its duly appointed agent, shall have the Partiesright to inspect the premises of Newco where the Product is manufactured, Ipsen held or stored, and Newco shall permit such inspection, upon advance notice at any reasonable time, of the methods and procedures used in the manufacture, storage and sale of the Product. Newco shall not avail itself sell or otherwise dispose of any license on any Nuvios TrademarkProduct under the Photogen Trademarks that fails to comply with the quality standards and specifications referred to in this Clause 3.2, as determined by Photogen. (2) Newco shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios an Photogen Trademark in any countryway which might materially prejudice its distinctiveness or validity or the goodwill of Photogen therein. (3) The parties recognize that the Photogen Trademarks have considerable goodwill associated therewith. Newco shall not use in relation to the Products any trademarks other than the Photogen Trademarks (except the Photogen Trademarks (as defined in the Photogen License Agreement) licensed to Newco under the Photogen License Agreement) without obtaining the prior consent in writing of Photogen, except Japan where Ipsen or Teijin which consent may not be unreasonably withheld. However, such use must not conflict with the Nuvios use and display of the Photogen Trademark and such use and display must be approved by Photogen. (4) Newco shall not use in the Territory any trademarks or trade names so resembling the Photogen Trademark as to be likely to cause confusion or deception. (5) Newco shall promptly notify Photogen in writing of any alleged infringement or unauthorised use of which it becomes aware by a third party of the Photogen Trademarks and provide Photogen with any applicable evidence of infringement or unauthorised use. (6) Newco shall favourably consider promoting and using the Photogen Trademarks in each country of the Territory and provide proof of such use upon request by Photogen. (7) Newco shall not be permitted to assign or sublicense any of its rights under the Photogen Trademarks without the prior written consent of Photogen, which consent shall not be unreasonably withheld or delayed. 3.2.2 Photogen shall, [****], file and prosecute applications to register and maintain registrations of the Photogen Trademarks in the Territory. Newco shall reasonably co-operate with Photogen in such eventefforts. In the event Photogen decides not to file or prosecute such Photogen Trademark, Nuvios Newco may request Photogen to do the same at Newco's expense, and Photogen shall grant appropriate license free of charge file or prosecute such Photogen Trademark at Newco's request and expense unless Photogen believes such action is without merit. 3.2.3 Photogen will be entitled to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except conduct all enforcement proceedings relating to the extent provided in the next sentence). Nuvios Photogen Trademarks and shall own and, at its cost[****] discretion decide what action, if any, to take in respect to any enforcement proceedings of the Photogen Trademarks or any other claim or counter-claim brought in respect to the use or registration of the Photogen Trademarks. Any such proceedings shall be responsible conducted at Photogen's [****] and for procurement, registration, maintenance its own benefit. Newco and Elan shall reasonably cooperate with Photogen in such efforts. In the event Photogen decides not to engage in enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all proceedings of the costs and expenses of Nuvios Photogen Trademarks Newco may request Photogen to do the same at Newco's expense unless Photogen believes the basis for such enforcement proceedings is without merit. In such a case, Photogen shall have the sole discretion not to engage in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productproceedings.

Trademarks. Nuvios 3.1 The Parties agree that, subject to consultation through the Committee, it shall identify be Columbia’s responsibility and select one or more trademarks expense to provide a single Trademark (the “First Trademark”) for Finished Product satisfactory to the Governmental Authorities in the Territory which can be used for launch of such Finished Product in the Territory. For the avoidance of doubt it is declared and agreed that subject to registerthe views of such Governmental Authorities, distribute and promote Licensed this may or may not be the Trademark STRIANT. If at any time thereafter Columbia or Mipharm desires Mipharm to sell the Product in the Territory under a trademark other than the First Trademark, Columbia or Mipharm, as the case may be, shall send written notice to the other requesting a Committee meeting to consider the selection of a different Trademark. In the event a different Trademark is proposed by a Party: (collectively, i) the different Trademark (the “Nuvios Trademarks” and each individually a “Nuvios New Trademark”) must be acceptable to Columbia (acting reasonably) having regard to Columbia’s desire to have a global Trademark and must be reasonably acceptable to Mipharm, considering the investment already made by Mipharm in the First Trademark, (ii) the New Trademark must be acceptable to the Government Authority in each jurisdiction where a use of the New Trademark would require making the change to the applicable Regulatory Application or Regulatory Approval, (iii) all costs (including reasonable attorneys’ fees) for filing and prosecuting applications to register, and maintaining registration of such New Trademark in the Territory will be paid by (A) Mipharm, if Mipharm requested the New Trademark, or (B) Columbia, if Columbia requested the New Trademark, and (iv) any New Trademarks shall be registered in the name of, be owned by and be the sole property of Columbia and subject to the terms and conditions set forth in this Clause 3. 3.2 In relation to any Trademark other than the First Trademark, if the Governmental Authority in the Territory insists on the use of a trademark other than such Trademark all costs (including reasonable attorneys’ fees) for filing and prosecution any new trademark applications will be sustained by Columbia. 3.3 Mipharm agrees to Commercialize Finished Product solely under the Trademark. Mipharm shall ensure that each reference to and use of the Trademark by Mipharm in any marketing material related to the Finished Product is acceptable to Columbia as specified in Clause 3.6 and is accompanied by an acknowledgement that the Trademark is a trademark or registered trademark owned by Columbia and used by Mipharm under license, for example, a marketing brochure would contain a footnoted statement such as: “Trademark is a registered trademark of Columbia Laboratories (Bermuda), Ltd.”. 3.4 The initial Trade Dress for the Finished Product shall be as set out in the European Regulatory Application. Unless otherwise Once Mipharm is the MA holder it may request Columbia to modify or alter the Trade Dress for the Finished Product. In such a case Columbia shall implement such modifications or alterations on the following terms: 3.4.1 Mipharm shall supply Columbia with full details of such new Trade Dress and if the cost and expense of printing Packaging with such new Trade Dress is greater than the cost and expense of [***] used by or on behalf of Columbia for the Trade Dress set out in the European Regulatory Application, Columbia shall, within 60 days of receipt of details of such new Trade Dress, advise Mipharm in writing of such additional cost and expense relating to preparing and printing such new Trade Dress specified as a price in Euros per 60 tablet package (or other package volumes as agreed between the Parties); 3.4.2 if Mipharm decides to proceed, Ipsen shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, Mipharm shall be responsible for procurementcommissioning and acquiring all related artwork, registrationplates and other materials necessary to print the Packaging in the new Trade Dress; and 3.4.3 if Mipharm decides to proceed, maintenance the additional price of Product identified by Columbia under Clause 3.4.1 shall be added to the purchase price under Clause 6.1. 3.5 Columbia shall provide Mipharm with a copy of Columbia’s Trademark Usage Manual relating to the manner of use of the Trademark, and enforcement may update the Trademark Usage Manual from time to time as Columbia finds appropriate and necessary. Mipharm shall comply with the Trademark Usage Manual; Columbia recognises that the Trademark Usage Manual shall comply with all Applicable Laws and regulations in the Territory. 3.6 A copy of all Nuvios the marketing material (which the Parties agree may be in draft layout) using or otherwise containing the Trademarks in the form to be distributed, referenced or otherwise used or registered by Mipharm in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all its Commercialization of the costs Product shall be provided to Columbia not less than thirty (30) days before Mipharm intends to release, distribute, reference or use such material and expenses Columbia shall have five (5) Business Days from receipt of Nuvios the same to provide Mipharm with any comments or suggested amendments in relation to the use of the Trademark. Mipharm shall take such reasonable comments or suggested amendments into account subject always to Mipharm’s responsibilities as the holder or intended holder of the MA relating to Product. If Columbia does not provide any comments or suggested amendments within such five (5) Business Day period Columbia shall be deemed to have approved the use of the Trademarks in such marketing material. The restrictions of this Clause 3.6 shall not apply in relation to marketing or promotional material relating to Mipharm (as opposed to the Commercialization of Product) and Mipharm shall be free to use the Trademarks in Mipharm’s own promotional material and presentations (for example, company presentations during fund raising activities), provided, always, that it does so in accordance with the Trademark Usage Manual. 3.7 The final decision on Packaging, design and Labelling shall be Mipharm’s; provided, however, that (i) with respect to all Finished Product as far as practicable, subject to Applicable Laws and the MA, on the Packaging there will be printed “Manufactured by Mipharm S.p.A., Milan, Italy” and (ii) the Packaging and Labelling will be marked with all relevant patent numbers in the Territory, as may be required by local patent law or practice or otherwise permitted under Applicable Law and the MAs. 3.8 Columbia shall as directed by Mipharm (acting in accordance with the requirement of the relevant MA), ensure that the external Packaging of the Finished Product includes Mipharm’s name and logo, which name and logo as holder of the MA in the Territory. Save to the extent Mipharm may be required to do so by a Governmental Authority or pursuant to the requirements of the MA, Mipharm shall not alter the Packaging or Labelling of the Product nor shall Mipharm conceal or otherwise obscure, remove or otherwise interfere with the Trademarks or other markings, which Columbia, in its sole discretion, may include on the Packaging or Labelling of the Product. 3.9 Mipharm shall provide Columbia with information and examples as to Mipharm’s use of the Trademarks, as Columbia may request, to permit Columbia’s proper maintenance and registrations of the Trademarks. 3.10 Mipharm expressly acknowledges that Columbia owns the Trademarks, and the considerable goodwill associated therewith. Mipharm shall not attack, dispute, or contest the validity of Columbia’s ownership of the Trademarks or any registrations issued or issuing with respect thereto, both during the Term and/or thereafter. Mipharm further agrees that any use of the Trademarks by Mipharm shall be for the benefit of Columbia and any goodwill accrued in connection with procuringthe use and display of the Trademarks shall accrue solely to the benefit of Columbia and not Mipharm. In the event Mipharm acquires any rights relating to the Trademark for any reason, registeringMipharm agrees to assign to Columbia, maintaining at no cost to Columbia, all such rights, together with any related goodwill. Mipharm shall not do or perform any act that may endanger, destroy, or similarly affect the value of the goodwill pertaining to the Trademarks nor do any act that might support a petition to cancel or otherwise invalidate any registration relating to the Trademarks or cause the applicable registrar to require a disclaimer of exclusive rights in such Trademarks nor assist any other person or other entity, directly or indirectly, in so doing. Mipharm will, at any time, upon the request of Columbia, execute any documents reasonably required by Columbia to confirm Columbia’s ownership of all such rights in the Trademarks. 3.11 Mipharm shall not sell or otherwise distribute any Finished Product under any other trademark, logo or other indicia other than as contemplated under the terms and enforcing Nuvios conditions of this Agreement. 3.12 Mipharm shall not use any trademarks or trade names (other than the Trademarks) so resembling the Trademarks in Japan. Ipsen shall identify and select one or more trademarks so as to be used likely to registercause confusion, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectivelydilution, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsenor deception. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, Mipharm shall not register or use the Trademarks in its own name nor attempt to register any Ipsen Trademark and shall not licensetrademarks, register or use any other trademark marks, or trade name which is the same as, or names confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productto the Trademarks.

Trademarks. Nuvios shall identify (i) The Grantor will, with respect to each Product Trademark identified in Exhibit C hereto as it may be amended, supplemented or otherwise modified from time to time, take reasonable steps to monitor its portfolio of trademarks, and select one for each Product Trademark set forth on Exhibit C, the Grantor will (i) continue to use or more trademarks have used such Product Trademark to be used the extent necessary to registermaintain such Product Trademark in full force free from any claim of abandonment for non-use, distribute and promote Licensed Product (ii) maintain as in the Territory past the quality of products and services offered under such Product Trademark to the extent appropriate, (collectivelyiii) employ such Product Trademark with the appropriate notice of registration, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall (iv) not avail itself of any license on any Nuvios Trademark, shall not register adopt or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name xxxx which is confusingly similar or a colorable imitation of such Product Trademark unless the same asCollateral Agent for the benefit of the Secured Parties shall obtain a perfected Security Interest in the Company's interest in such xxxx pursuant to this Patent and Trademark Security Agreement, second only in priority to the Prior Liens, and (v) not do any act or knowingly omit to do any act whereby any such Product Trademark may become invalidated, abandoned, rendered unenforceable or otherwise diminish Grantor's rights therein. (ii) The Grantor will promptly notify the Collateral Agent if any application or registration relating to any Product Trademark may become opposed, abandoned, canceled or dedicated to the public, or confusingly similar toof any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any Nuvios proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding the validity, except Japan where Ipsen enforceability or Teijin may use the Nuvios Trademark and Grantor's ownership interest in such eventProduct Trademark; or its right to register the same or to keep and maintain the same. (iii) The Grantor will, Nuvios at Grantor's expense, with respect to any Product Trademark or Product Trademark Application that is registered or for which an application for registration is filed after the date hereof, promptly (i) take all actions necessary so that the Collateral Agent for the benefit of the Secured Parties shall grant appropriate license free obtain a perfected Security Interest in such Product Trademark or Product Trademark Application and (ii) provide to the Collateral Agent an updated version of charge Exhibit C and/or Exhibit D listing all registered Product Trademarks and Product Trademark Applications in which the Grantor has an interest. With respect to Ipsen this paragraph 4(j)(iii), an Event of Default is continuing if after a period of 30 days following the mailing of the Certificate of Registration or Teijin 30 days following receipt of a filing receipt that identifies the serial number thereof, Grantor has not provided notice thereof to the Collateral Agent. (iv) Upon request of the Collateral Agent, the Grantor shall execute and deliver any and all agreements, instruments, documents, and papers as the Collateral Agent may request to evidence the Collateral Agent's (for use the benefit of the Secured Parties') Security Interest in any Product Trademark set forth on Exhibit C and the goodwill and general intangibles of the Grantor relating thereto or represented thereby, and the Grantor hereby constitutes the Collateral Agent their attorney-in-fact to execute and file all such writings for the foregoing purposes, all acts of such Nuvios attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable until the Grantor shall have paid and performed in full all of the Obligations. (v) The Grantor will, at Grantor's expense, take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark in Japan Office to maintain and pursue each Product Trademark Application (except and to obtain the extent provided relevant registration) and to maintain the registration of the Product Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) In the event that Grantor believes that any Product Trademark included in the next sentence). Nuvios Collateral has been infringed, misappropriated or diluted by a third party, the Grant shall, within 10 days of forming such belief, send a written notice to such third party demanding that they cease such infringement, misappropriation or dilution, and the Grantor shall own notify the Collateral Agent and, if appropriate in Grantor's sole discretion, at its costown expense, shall be responsible xxx for procurementinfringement, registrationmisappropriation or dilution, maintenance seeking injunctive relief where appropriate and enforcement of to recover any and all Nuvios Trademarks used damages for such infringement, misappropriation or registered in connection with any Licensed Productdilution, except that Ipsen or Teijin shall pay for all of take such other action as the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided thatGrantor reasonably, in identifyingits sole discretion, selectingdeems appropriate under the circumstances to protect such Trademark. With respect to this paragraph, registering and/or using any such Ipsen Trademark, Ipsen complies with all an Event of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself Default is continuing if a copy of any license on any Ipsen Trademarkwritten notice of infringement, shall misappropriation or dilution is not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is been provided to the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductCollateral Agent within 20 days following the date such communication was supposed to have been provided to the infringing party.

Trademarks. Nuvios shall identify (i) The Grantor will, with respect to each Product Trademark identified in EXHIBIT C hereto as it may be amended, supplemented or otherwise modified from time to time, take reasonable steps to monitor its portfolio of trademarks, and select one for each Product Trademark set forth on EXHIBIT C, the Grantor will (i) continue to use or more trademarks have used such Product Trademark to be used the extent necessary to registermaintain such Product Trademark in full force free from any claim of abandonment for non-use, distribute and promote Licensed Product (ii) maintain as in the Territory past the quality of products and services offered under such Product Trademark to the extent appropriate, (collectivelyiii) employ such Product Trademark with the appropriate notice of registration, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall (iv) not avail itself of any license on any Nuvios Trademark, shall not register adopt or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name mark which is coxxxxingly similar or a colorable imitation of such Product Trademark unless the same asSecured Parties shall obtain a perfected Security Interest in the Company's interest in such mark pursuant to this Patexx xnd Trademark Security Agreement, junior only in priority to the Prior Liens, and (v) not do any act or knowingly omit to do any act whereby any such Product Trademark may become invalidated, abandoned, rendered unenforceable or otherwise diminish Grantor's rights therein. (ii) The Grantor will promptly notify the Secured Parties if any application or registration relating to any Product Trademark may become opposed, abandoned, canceled or dedicated to the public, or confusingly similar toof any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any Nuvios proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding the validity, except Japan where Ipsen enforceability or Teijin may use the Nuvios Trademark and Grantor's ownership interest in such eventProduct Trademark; or its right to register the same or to keep and maintain the same. (iii) The Grantor will, Nuvios at Grantor's expense, with respect to any Product Trademark or Product Trademark Application that is registered or for which an application for registration is filed after the date hereof, promptly (i) take all actions necessary so that the Secured Parties shall grant appropriate license free obtain a perfected Security Interest in such Product Trademark or Product Trademark Application and (ii) provide to the Secured Parties an updated version of charge EXHIBIT C and/or EXHIBIT D listing all registered Product Trademarks and Product Trademark Applications in which the Grantor has an interest. With respect to Ipsen this paragraph 4(j)(iii), an Event of Default is continuing if after a period of 30 days following the mailing of the Certificate of Registration or Teijin 30 days following receipt of a filing receipt that identifies the serial number thereof, Grantor has not provided notice thereof to the Secured Parties. (iv) Upon request of the Secured Parties, the Grantor shall execute and deliver any and all agreements, instruments, documents, and papers as the Secured Parties may request to evidence the Secured Parties' Security Interest in any Product Trademark set forth on EXHIBIT C and the goodwill and general intangibles of the Grantor relating thereto or represented thereby, and the Grantor hereby constitutes the Secured Parties their attorney-in-fact to execute and file all such writings for use the foregoing purposes, all acts of such Nuvios attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable until the Grantor shall have paid and performed in full all of the Obligations. (v) The Grantor will, at Grantor's expense, take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark in Japan Office to maintain and pursue each Product Trademark Application (except and to obtain the extent provided relevant registration) and to maintain the registration of the Product Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) In the event that Grantor believes that any Product Trademark included in the next sentence). Nuvios Collateral has been infringed, misappropriated or diluted by a third party, the Grant shall, within 10 days of forming such belief, send a written notice to such third party demanding that they cease such infringement, misappropriation or dilution, and the Grantor shall own notify the Secured Parties and, if appropriate in Grantor's sole discretion, at its costown expense, shall be responsible sue for procurementinfringexxxt, registrationmisappropriation or dilution, maintenance seeking injunctive relief where appropriate and enforcement of to recover any and all Nuvios Trademarks used damages for such infringement, misappropriation or registered in connection with any Licensed Productdilution, except that Ipsen or Teijin shall pay for all of take such other action as the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided thatGrantor reasonably, in identifyingits sole discretion, selectingdeems appropriate under the circumstances to protect such Trademark. With respect to this paragraph, registering and/or using any such Ipsen Trademark, Ipsen complies with all an Event of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself Default is continuing if a copy of any license on any Ipsen Trademarkwritten notice of infringement, shall misappropriation or dilution is not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is been provided to the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductSecured Parties within 20 days following the date such communication was supposed to have been provided to the infringing party.

Trademarks. Nuvios shall identify Supplier hereby grants to EI and select one or more trademarks its Affiliates a limited, nontransferable, nonexclusive license to be used to registeruse the trademarks, distribute service marks, logos, trade names and promote Licensed Product in the Territory copyrights of Supplier and its Affiliates (collectively, the “Nuvios Trademarks” Marks”) solely for the purpose of promoting Supplier. Supplier hereby represents and each individually a “Nuvios Trademark”). Unless warrants that it has the full and exclusive right to grant or otherwise agreed between the Parties, Ipsen shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark permit EI and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may its Affiliates to use the Nuvios Trademark Marks as set forth in this Agreement, and that it is aware of no conflicting third party rights. Except as set forth in this Agreement, the right to license and use the Marks shall remain exclusively with Supplier, and neither EI nor its Affiliates shall have any right to grant sublicenses. EI and its Affiliates shall use the Marks exactly in the form provided and in such eventconformance with any Supplier trademark and logo usage guidelines that Supplier may provide to EI or its Affiliates in writing from time to time. Other than the rights specifically granted herein, Nuvios no right, title or interest in the Supplier’s or its Affiliates’ Marks is transferred to EI or its Affiliates. Neither EI nor its Affiliates shall grant appropriate license free take any action inconsistent with Supplier’s or its Affiliates’ ownership of charge to Ipsen or Teijin for their Marks, and any benefits accruing from use of such Nuvios Trademark Marks shall automatically vest in Japan (except to the extent provided in the next sentence)Supplier or its Affiliates, as applicable. Nuvios Neither EI nor its Affiliates shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection form any combination marks with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in JapanMarks. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph Any violation of this Section 11.1 7 of these General Terms and Conditions would not be a material breach. Provided, however; that Supplier may terminate the foregoing trademark license if EI breaches this Section 7 and fails to cure such breach within fifteen (15) days’ written notice of such breach by Supplier delivered to EI. Notwithstanding anything to the contrary herein, in its keyword purchasing activities, Expedia agrees not to outrank an advertising or sponsorship position triggered in Google, Yahoo, MSN, Ask, AOL and Looksmart with respect to the following Supplier trademarks: “Thrifty”, “Thrifty Car Rental”, “Be Smart, Buy Thrifty”, “Drivewise”, “Xxxxxxx.xxx”, “The Sensible Alternative”, “Blue Chip”, “True Blue Pride”, “Best of All, It’s Thrifty”, “Thrifty Rental Car”, Thrifty Rental Cars”, “Thrifty Car Rentals”, “Blue Chip Rewards”, “SmartBiz”, “Dollar”, “Dollar Rent A Car”, “Dollar Makes Sense”, “Xxxxxx.xxx”, “Dollar Travel”, “Dollar Tours”, “Dollar Car Rental”, “Dollar Car Rentals”, “Dollar Rental Car”, “Dollar Rental Cars” “Home of Our Lowest Rates”, “Fastlane”, “Dollar Express Rewards”, “Dollar Express”, “Dollar 4Business” and “Right on the Airport. Right On.”. Supplier agrees not to outrank an advertising or sponsorship position triggered in Google, Yahoo, MSN, Ask, AOL and Looksmart with respect to the following Expedia trademarks: [“EXPEDIA”, “XXXXXXX.XXX”, EXPEDIA TRAVELS”, “EXPEDIA TO GO”, “TRIPCONTROLLER”, “TRAVELLER OPINIONS”, “NEWTRADE”, “WWTE”, “WHERE TO FIND THE ONE OF A KIND”, “DON’T JUST TRAVEL. TRAVEL RIGHT”, OR “TRAVELSCAPE”]. Supplier represents to Expedia that Supplier shall not place restrictions on Expedia’s keyword bidding activities that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license more restrictive than those that Supplier places on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductThird Party Booking Channels.

Trademarks. Nuvios (a) The Products shall, except as otherwise provided below, bear only the ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST ** trade names and/or trademarks. Any rights which may accrue from the use of any such trademarks or trade names on such Products shall identify inure to the sole benefit of Buyer. At Buyer's request, the Products may also bear the "Speed Queen" trade names and/or trademarks, in which case all such rights shall continue to inure to the sole benefit of Seller. (b) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST ** (c) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST ** (d) It is understood and select one agreed that the names and trademarks of each of the parties hereto shall remain such party's sole and exclusive property, and neither Seller nor Buyer nor the divisions, subsidiaries, or more affiliates thereof shall use or authorize the use of trade names or trademarks on Products covered by this contract which are so similar to the names or trademarks of the other party as to be used likely to registercause confusion of origin or otherwise deceive the public. Upon termination or expiration of this Agreement, distribute each party will, upon the request of the other, execute such documents respecting the other's trademarks as might be necessary or desirable to fully restore to the respective parties hereto any and promote Licensed Product all rights which might inadvertently have been lost or jeopardized as a result of operations under this Agreement. (e) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST ** (f) Anything to the contrary notwithstanding, in the Territory (collectivelyevent any statute, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Partieslaw, Ipsen shall not avail itself rule or regulation of any license of the states or other jurisdictions in which the Products are sold requires that the name of the manufacturer of Products be indicated or manifested thereon, such identification as is necessary to comply with such statute, law, rule or regulation may be placed on any Nuvios Trademark, shall the Products. (g) Seller agrees not register or to use any Nuvios Trademark and shall not license, register or use any other trademark of Buyer's trademarks or trade name which is the same as, names on or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Productthe Products except as permitted under this Agreement, except that Ipsen and not to sell or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself dispose of any license on Products bearing any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark of Buyer's trademarks or trade name which is the same asnames to any one other than Buyer, or confusingly similar to, any Ipsen Trademark unless expressly authorized in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productwriting by Buyer. (h) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **

Trademarks. Nuvios (a) Each Party and its Affiliates shall identify retain all right, title and select one or more trademarks interest in and to be its and their respective corporate names and logos. (b) Unless otherwise agreed in writing by the Parties, AMAG shall own (i) the Trademark for all representations of the name and logo of the Product that are used in the AMAG Territory, and (ii) the trade dress related to registerthe Product that is used in the AMAG Territory, distribute each of (i) and promote Licensed (ii) on a worldwide basis. (c) Norgine shall own all Trademarks and trade dress with respect to the Product in the Norgine Territory that are not owned by AMAG pursuant to Section 12.7(b) (collectivelyeach, “Nuvios Trademarks” and each individually a “Nuvios Norgine Controlled Trademark”). Unless otherwise agreed between . (d) The Party owning a Trademark pursuant to this Section 12.7 shall be exclusively entitled to register and be the Parties, Ipsen shall not avail itself owner of any license on any Nuvios Trademark, shall not register the domain names corresponding to or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios containing such Trademark in any countrygeneric Top Level Domains (gTLDs), including the new and to be introduced gTLDs, except Japan where Ipsen that Norgine shall be exclusively entitled to register and be the owner of the domain names corresponding to or Teijin may use the Nuvios Trademark and in containing such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan the Norgine Territory. The Party owning a Trademark shall also own all goodwill associated therewith throughout the world. (except e) Norgine and its Related Parties shall use Commercially Reasonable Efforts to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance comply with AMAG’s trademark style and enforcement of all Nuvios Trademarks used or registered usage standards communicated to Norgine from time to time in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all Norgine and its Related Parties’ use of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such AMAG Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided thatthat if AMAG communicates any changes to such standards, in identifying, selecting, registering and/or using any Norgine shall use reasonable efforts to implement such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that changes if such changes are applicable reasonable and do not require Norgine to Ipsenincur more than de minimis costs. Unless otherwise agreed between the Parties, Nuvios Norgine and its Related Parties shall not avail itself use any AMAG Licensed Trademark to identify any product other than the Product. (f) If either Party becomes aware of any license on infringement of any Ipsen TrademarkAMAG Licensed Trademark or Norgine Controlled Trademark by a Third Party, such Party shall not register or use any Ipsen Trademark promptly notify the other Party. The Parties shall cooperate and shall not license, register or use any inform each other trademark or trade name which of relevant activities in their respective territory and consider in good faith the other Party’s feedback if there is the same as, or confusingly similar to, any Ipsen Trademark in Francepotential for an impact to the other Party’s territory. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Product.ACTIVE/105730326.3

Trademarks. Nuvios shall identify Subject to the terms and select one or more trademarks conditions hereof, MaxLinear grants Tomen a non-exclusive, royalty-free right to be used to registeruse MaxLinear’s trademarks, distribute trade names and promote Licensed Product logos (“Trademarks” collectively) on the Products solely for the sale and promotion of the Products in the Territory Territory. All representations of MaxLinear’s Trademarks that Tomen intends to use will first be submitted to MaxLinear for approval (collectivelywhich will not be unreasonably withheld) of design, “Nuvios Trademarks” color, and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same asdetails, or confusingly similar towill be exact copies of those used by MaxLinear. Tomen will fully comply with all guidelines, if any, communicated by MaxLinear concerning the use of the Trademarks. MaxLinear may modify any Nuvios Trademark of the Trademarks, or substitute an alternative xxxx for any of Trademarks, upon 30 days prior notice to Tomen. Tomen will not alter or remove any of the Trademarks affixed to or otherwise contained on or within the MaxLinear Products. All uses of the Trademarks and related goodwill will inure solely to MaxLinear and Tomen will obtain no rights or goodwill with respect to any of the Trademarks, other than as expressly set forth in this Agreement, and Tomen irrevocably assigns to MaxLinear all such right, title, interest, and good will, if any, in any country, except Japan where Ipsen of the Trademarks. At no time during or Teijin may use after the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free term of charge this Agreement will Tomen challenge or assist others to Ipsen or Teijin for use of such Nuvios Trademark in Japan challenge the Trademarks (except to the extent provided expressly required by applicable law) or the registration thereof or attempt to register any of the Trademarks or marks or trade names that are confusingly similar to those of MaxLinear. Upon termination of this Agreement, Tomen will immediately cease to use all the Trademarks and any listing by Tomen of MaxLinear’ name in any telephone book, directory, public record, or elsewhere, must be removed by Tomen as soon as possible, but in any event not later than the subsequent issue of such publication. Tomen agrees and acknowledges that MaxLinear is the owner of the Trademarks and that Tomen shall not act inconsistent with such ownership. MaxLinear and Tomen will enter into registered user agreements with respect to the Trademarks pursuant to applicable trademark law requirements in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered country in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed which a Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productdistributed.

Trademarks. Nuvios shall identify (i) The Grantor will, with respect to each Product Trademark identified in Exhibit C hereto as it may be amended, supplemented or otherwise modified from time to time, take reasonable steps to monitor its portfolio of trademarks, and select one for each Product Trademark set forth on Exhibit C, the Grantor will (i) continue to use or more trademarks have used such Product Trademark to be used the extent necessary to registermaintain such Product Trademark in full force free from any claim of abandonment for non-use, distribute and promote Licensed Product (ii) maintain as in the Territory past the quality of products and services offered under such Product Trademark to the extent appropriate, (collectivelyiii) employ such Product Trademark with the appropriate notice of registration, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall (iv) not avail itself of any license on any Nuvios Trademark, shall not register adopt or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name xxxx which is confusingly similar or a colorable imitation of such Product Trademark unless the same asSecured Parties shall obtain a first priority perfected Security Interest in the Company's interest in such xxxx pursuant to this Patent and Trademark Security Agreement, and (v) not do any act or knowingly omit to do any act whereby any such Product Trademark may become invalidated, abandoned, rendered unenforceable or otherwise diminish Grantor's rights therein. (ii) The Grantor will promptly notify the Secured Parties if any application or registration relating to any Product Trademark may become opposed, abandoned, canceled or dedicated to the public, or confusingly similar toof any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any Nuvios proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding the validity, except Japan where Ipsen enforceability or Teijin may use the Nuvios Trademark and Grantor's ownership interest in such eventProduct Trademark; or its right to register the same or to keep and maintain the same. (iii) The Grantor will, Nuvios at Grantor's expense, with respect to any Product Trademark or Product Trademark Application that is registered or for which an application for registration is filed after the date hereof, promptly (i) take all actions necessary so that the Secured Parties shall grant appropriate license free obtain a perfected Security Interest in such Product Trademark or Product Trademark Application and (ii) provide to the Secured Parties an updated version of charge Exhibit Cand/or Exhibit D listing all registered Product Trademarks and Product Trademark Applications in which the Grantor has an interest. With respect to Ipsen this paragraph 4(j)(iii), an Event of Default is continuing if after a period of 30 days following the mailing of the Certificate of Registration or Teijin 30 days following receipt of a filing receipt that identifies the serial number thereof, Grantor has not provided notice thereof to the Secured Parties. (iv) Upon request of the Secured Parties, the Grantor shall execute and deliver any and all agreements, instruments, documents, and papers as the Secured Parties may request to evidence the Secured Parties' Security Interest in any Product Trademark set forth on Exhibit C and the goodwill and general intangibles of the Grantor relating thereto or represented thereby, and the Grantor hereby constitutes the Secured Parties their attorney-in-fact to execute and file all such writings for use the foregoing purposes, all acts of such Nuvios attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable until the Grantor shall have paid and performed in full all of its obligations under the Secured Note Purchase Agreement and the Notes. (v) The Grantor will, at Grantor's expense, take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark in Japan Office to maintain and pursue each Product Trademark Application (except and to obtain the extent provided relevant registration) and to maintain the registration of the Product Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) In the event that Grantor believes that any Product Trademark included in the next sentence). Nuvios Collateral has been infringed, misappropriated or diluted by a third party, the Grant shall, within 10 days of forming such belief, send a written notice to such third party demanding that they cease such infringement, misappropriation or dilution, and the Grantor shall own notify the Secured Parties and, if appropriate in Grantor's sole discretion, at its costown expense, shall be responsible xxx for procurementinfringement, registrationmisappropriation or dilution, maintenance seeking injunctive relief where appropriate and enforcement of to recover any and all Nuvios Trademarks used damages for such infringement, misappropriation or registered in connection with any Licensed Productdilution, except that Ipsen or Teijin shall pay for all of take such other action as the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided thatGrantor reasonably, in identifyingits sole discretion, selectingdeems appropriate under the circumstances to protect such Trademark. With respect to this paragraph, registering and/or using any such Ipsen Trademark, Ipsen complies with all an Event of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself Default is continuing if a copy of any license on any Ipsen Trademarkwritten notice of infringement, shall misappropriation or dilution is not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is been provided to the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductSecured Parties within 20 days following the date such communication was supposed to have been provided to the infringing party.

Trademarks. Nuvios SmarTire acknowledges without reservation that Pirelli S.p.A (“PSPA”), who has granted Pirelli the right to use the Trademarks in several fields, including tyres, is the sole owner of the Trademarks. SmarTire shall identify and select one or more trademarks label the Products for supply to be used to register, distribute and promote Licensed Product Pirelli and/or its designated Affiliates with the Labels bearing the Trademarks in the Territory graphic form indicated in Schedule C and in the manner setforth in Schedule D, attached hereto and an integral part hereof (collectively, “Nuvios Trademarks” and each individually a “Nuvios TrademarkLabeled Products”). Unless In affixing the Trademarks on said Products for supply to Pirelli and/or its designated Affiliates pursuant to this Article 5, SmarTire shall use only the labels bearing the Trademarks which are provided to it by Pirelli (“Labels”). SmarTire shall not, directly or indirectly, reproduce either the Labels or the Trademarks for any reason whatsoever. Labeled Products shall be delivered solely to Pirelli and SmarTire shall not, directly or indirectly, sell, use or make use of Labels or Labeled Products for any purposes other than the supply of said Products to Pirelli. SmarTire shall not, directly or indirectly, make any use of the Trademarks or Labels nor any combination of words together with the Trademarks, except as specifically provided for herein for the supply of Products to Pirelli. SmarTire expressly acknowledges that neither this Agreement nor its use of the Trademarks or Labels hereunder shall by implication or otherwise agreed between the Partiescreate any right, Ipsen shall license, title or interest in or to said Trademarks on SmarTire’s behalf and that SmarTire will not avail itself seek to take any advantage arising out of any license circumstances of law or fact to claim rights on any Nuvios Trademarkthe Trademarks. SmarTire acknowledges (i) the exclusive right, shall not register or use any Nuvios Trademark title and interest of PIRELLI and/or PSPA in and to the Trademarks, and shall not licenseat any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of such right, register or use any other trademark or trade name which is the same astitle and interest, or confusingly similar to, any Nuvios Trademark indicating in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and manner that SmarTire has any ownership in such event, Nuvios shall grant appropriate license free of charge to Ipsen trademarks or Teijin for interest therein and (ii) that any use of such Nuvios Trademark in Japan (except the Trademarks by SmarTire pursuant to this Agreement shall inure to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement exclusive benefit of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductPSPA.

Trademarks. Nuvios i) NDN shall identify be the sole and select one exclusive owner or, if applicable, licensor of any Trademarks related to the Licensed Content or more trademarks any Intellectual Property associated therewith. All representations of such Trademarks that Company intends to use shall first be used submitted to register, distribute and promote Licensed Product in the Territory NDN for approval (collectively, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen which shall not avail itself be unreasonably withheld, conditioned or delayed) of design, color and other details or shall be exact copies of those used by NDN. In addition, Company shall fully comply with all reasonable guidelines, if any, communicated by NDN concerning the use of any license on any Nuvios Trademark, Trademarks. At no time during or after the term of this Agreement shall not register Company challenge or use any Nuvios Trademark and shall not license, register assist others to challenge NDN’s or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan its licensors’ Trademarks (except to the extent provided in such restriction is expressly prohibited by applicable law) or the next sentence)registration thereof or attempt to register any Trademarks confusingly similar to those of NDN or its licensors. Nuvios Upon termination of this Agreement, Company shall own and, at immediately cease use of all NDN's and its cost, licensors’ Trademarks hereunder. ii) Company shall be responsible the sole and exclusive owner of any Trademarks associated therewith. All representations of such Trademarks that NDN intends to use shall first be submitted to Company for procurementapproval (which shall not be unreasonably withheld, registrationconditioned or delayed) of design, maintenance color and enforcement other details or shall be exact copies of those used by Company. In addition, NDN shall fully comply with all reasonable guidelines, if any, communicated by Company concerning the use of any Trademarks. At no time during or after the term of this Agreement shall NDN challenge or assist others to challenge Company’s Trademarks (except to the extent such restriction is expressly prohibited by applicable law) or the registration thereof or attempt to register any Trademarks confusingly similar to those of Company. Upon termination of this Agreement, NDN shall immediately cease use of all Nuvios Company’s Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Producthereunder.

Trademarks. Nuvios Except to the extent required by applicable law, no party shall use any other party’s names, logos, trademarks or service marks, whether registered or unregistered, without the prior consent of the other party. Notwithstanding the foregoing, Nationwide may identify the Funds in a listing of funds available as underlying investment options provided that Nationwide accepts full responsibility when it does not obtain prior review and select one approval by Distributor to use such list. Janus International Holding LLC (“Janus Holding”) or more trademarks its affiliate is the sole owner of the name and xxxx “Xxxxx.” All references contained in this Agreement to “the name or xxxx ‘Janus’” shall include but not be used limited to registerthe Janus logo, distribute the website xxx.xxxxx.xxx and promote Licensed Product any and all electronic links relating to such website. Neither Nationwide, nor its affiliates, employees, or agents shall, without prior written consent of Janus Holding, use the name or xxxx “Xxxxx” or make representations regarding the Funds, Distributor, Janus Holding, or their affiliates, or any products or services sponsored, managed, advised, or administered by the Funds, Distributor, Janus Holding or their affiliates, except those contained in the Territory (collectivelythen-current Prospectus and the then-current printed sales literature for the Shares of the Funds. Nationwide will make no use of the name or xxxx “Xxxxx” except as expressly provided in this Agreement or expressly authorized by Janus Holding in writing. All goodwill associated with the name and xxxx “Xxxxx” shall inure to the benefit of Janus Holding or its affiliate. Upon termination of this Agreement for any reason, Nationwide shall immediately cease any and all use of any Xxxxx xxxx(s). Sections “Nuvios Representations,” “Privacy and Confidentiality Information,” “Security,” “Indemnification,” “Trademarks” and each individually “Proprietary Rights” hereof shall survive termination of this Agreement. In addition, all provisions of this Agreement shall survive termination of this Agreement in the event that any Separate Accounts and/or Trust/Custodial Accounts are invested in a “Nuvios Trademark”). Unless otherwise agreed between Fund at the Parties, Ipsen shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark time the termination becomes effective and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, survive for so long as such Separate Accounts and/or Trust/Custodial Accounts remain so invested except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent as provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, Section entitled “Ipsen Trademarks” and each individually an “Ipsen TrademarkTermination.”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Product.

Trademarks. Nuvios shall identify (a) Each of the Grantors (either itself or through licensees) will, and select one will cause each licensee thereof to, take all action necessary to maintain all of the Trademarks in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use, and each of the Grantors will not (and will not permit any licensee thereof to) do any act or more trademarks knowingly omit to do any act whereby any Trademark may become invalidated. Each of the Grantors will cause to be used to register, distribute and promote Licensed Product in the Territory (collectively, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark taken all necessary steps in any countryproceeding before the United States Patent and Trademark Office to maintain each registration of the Trademarks, except Japan where Ipsen including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of taxes. If any Trademark is infringed, misappropriated or Teijin may use diluted by a third party, the Nuvios Trademark and in such event, Nuvios Grantors shall grant appropriate license free of charge to Ipsen or Teijin for use (x) upon learning of such Nuvios Trademark in Japan infringement, misappropriation or dilution, promptly notify the Lenders and (except y) to the extent provided in such Grantor shall deem appropriate under the next sentence)circumstances, promptly sue xxx infringement, misappropriation or dilution, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as such Grantor shall deem appropriate under the circumstances to protect such Trademark. Nuvios Each of the Grantors shall own and, at its cost, shall be responsible for procurement, registration, maintenance furnish to the Lenders from time to time statements and enforcement of all Nuvios schedules further identifying and describing the Trademarks used or registered and such other reports in connection with any Licensed Productthe Trademarks as the Lenders may reasonably request, except that Ipsen or Teijin shall pay for all in reasonable detail and promptly upon request of the costs Lenders, following receipt by the Lenders of any such statements, schedules or reports, the Grantors shall modify this Agreement by amending Schedule I hereto, as the case may be, to include any Trademark which becomes part of the Collateral under this Agreement or any other Loan Document. Notwithstanding anything herein to the contrary, upon the occurrence of an Event of Default the Grantors may not abandon or otherwise permit a Trademark to become invalid without the prior written consent of the Lenders, and expenses if any Trademark is infringed, misappropriated or diluted in any material respect by a third party, each of Nuvios the Grantors will take such action as the Lenders shall deem appropriate under the circumstances to protect such Trademark. (b) In no event shall any of the Grantors, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Trademark with the United States Patent and Trademark Office, unless it gives the Lenders prior written notice thereof. Upon request of the Lenders, each of the Grantors shall execute and deliver any and all assignments, agreements, instruments, documents and papers as the Lenders may reasonably request to evidence the Lenders' Security Interest in connection with procuringsuch Trademark and the general intangibles of such Grantor relating thereto or represented thereby, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions Grantors hereby appoints the Lenders as its attorneys-in-fact to execute and file all such writings for the foregoing purposes, all acts of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Partiessuch attorneys being hereby ratified and confirmed, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, such power (being coupled with an interest) shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered irrevocable until the Secured Obligations are paid in connection with any Licensed Productfull in cash.

Trademarks. Nuvios (a) KHK shall identify have the right to Develop, Package and Commercialize the Products in the Field in the Territory under trademarks of its choice that it registers (“KHK Trademarks”); provided, that KHK may not include in any such trademarks any corporate names or any reference to any products of MEI or any of its Affiliates or licensees without the prior written consent of MEI. In addition, KHK shall have an option to select one trademark(s) registered or more created by MEI (“MEI Trademarks”) for use with the Product and MEI shall grant KHK an exclusive (even as to MEI), royalty-free, fully-paid, license, with the right to grant sublicenses through multiple tiers, to use such trademarks in connection with Developing, Packaging or Commercializing Products in the Territory during the Term. In connection with the foregoing, upon KHK’s reasonable request from time-to-time, MEI shall provide KHK a list of MEI Trademarks (and not including the “MEI” corporate xxxx or other marks that are not exclusively used in connection with Products) including registration number, class and product/service. If KHK decides to be used licensed MEI Trademarks to registerDevelop, distribute Package and promote Licensed Commercialize the Product in the Field in the Territory, KHK shall provide a notice to MEI it wishes to be licensed such MEI Trademarks. MEI shall use Commercially Reasonable Efforts to have MEI Trademarks and its local transliterations (KATAKANA character trademark) registered, filed, maintained and renewed in the Territory at MEI’s cost upon KHK’s request, and shall keep KHK reasonably informed of the completion of such registration process and provide KHK with updated list of registration numbers for such MEI Trademarks in the Territory. KHK acknowledges and agrees that it has no rights to the KHK Trademarks outside of the Territory and that, as between the Parties, MEI is free to use the KHK Trademarks outside of the Territory. In addition, MEI will have the right to use the KHK Trademark in the Territory to the extent necessary to perform its obligations under this Agreement. (b) In the event that either MEI or KHK becomes aware of any infringement or threatened infringement by a Third Party of any MEI Trademark or KHK Trademark in the Territory (collectively, “Nuvios Trademarks” and each individually a “Nuvios TrademarkTrademark Infringement”), it will promptly notify the other Party in writing to that effect. Unless otherwise agreed Any such notice shall include evidence to support an allegation of infringement or threatened infringement, or declaratory judgment or equivalent action, by such Third Party. (i) MEI shall have the right, as between KHK and MEI, but not the Partiesobligation, Ipsen shall not avail itself to bring an appropriate suit or take other action against any Person engaged in, or to defend against, a Trademark Infringement in the Field of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own andMEI Trademarks, at its cost, own expense and by counsel of its own choice. KHK shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of have the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own andright, at its costown expense, to be represented in any such action by counsel of its own choice, and KHK and its counsel will reasonably cooperate with MEI and its counsel in strategizing, preparing and prosecuting any such action or proceeding. If MEI fails to bring an action or proceeding with respect to such Trademark Infringement of any MEI Trademark in the Territory, each party shall be responsible for procurementdiscuss possible action against the Trademark Infringement. (ii) KHK shall have the right, maintenance as between KHK and enforcement MEI, but not the obligation, to bring an appropriate suit or take other action against any Person engaged in, or to defend against, a Trademark Infringement in the Field of all Ipsen Trademarks used or registered in connection with any Licensed ProductKHK Trademarks, at its own expense and by counsel of its own choice.

Trademarks. Nuvios 5.1 The parties acknowledge that the GNI Marks are trademarks or service marks owned or controlled by GNI and that all goodwill generated by RII's use of the GNI Marks shall identify inure to GNI's benefit or to the benefit of the GNI Marks' owner, as the case may be. Nothing contained herein shall constitute an assignment of the GNI Marks or grant to RII any right, title or interest therein, except as specifically set forth herein. RII shall maintain GNI's quality standards with respect to its use of the GNI Marks, and select one otherwise use the GNI Marks subject to any reasonable restrictions or more trademarks requirements established by GNI from time to time. In the event that RII shall obtain any proprietary right in any GNI Marks, as a result of the exercise by RII of any right granted to it hereunder, such proprietary right shall immediately vest in GNI, however, RII shall be used authorized to register, distribute and promote Licensed Product use such new proprietary right as though same had specifically been included in the Territory (collectively, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen this Agreement. 5.2 RII shall not avail itself of file any license on application in any Nuvios Trademark, shall not country to register or use any Nuvios Trademark and shall not license, register or use any other a trademark or trade name which that is the same as, or confusingly similar to, or misleading with respect to the GNI Marks or any Nuvios Trademark other trademark of GNI, without GNI's prior approval. If any application for registration is filed in any countrycountry by RII in contravention of this Section 5.2, except Japan where Ipsen GNI shall have the right to take appropriate action against RII, including seeking injunctive relief, to prohibit or Teijin otherwise restrain RII's use of the infringing xxxx. 5.3 RII shall furnish GNI proofs of all materials bearing any GNI Marks licensed hereunder by such GNI (including, without limitation, printed or electronic copies of all GNI Internet Sites advertising and publicity materials). RII shall not authorize full-scale production of any such material until obtaining GNI's approval in each instance, which approval(s) shall not be unreasonably withheld. Approval by GNI shall not relieve RII of any of its warranties or obligations under this Agreement and all materials that bear any GNI Marks shall strictly conform to the samples and proofs approved by GNI. Samples and materials to be approved by GNI shall be submitted to such person that may use be designated in writing by GNI. 5.4 In the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free event that RII learns of charge to Ipsen any infringement or Teijin threatened infringement of the GNI Marks licensed for use under this Agreement, or that any Person claims or alleges that the such trademarks or logos are liable to cause deception or confusion to the public, RII shall immediately notify GNI of the substance of any such infringement, claim or allegation thereof, and, in the case of any infringing use, GNI shall take all steps necessary so as to cause the cessation of such Nuvios Trademark use. 5.5 Upon the expiration or termination of this Agreement, RII shall cease all use of the GNI Marks and Related Content, as soon as commercially and technically practicable, but in Japan no event later than twenty (except 20) business days and shall remove or erase the GNI Marks and Related Content from the RII Network, and from any advertising and promotional materials, as soon as commercially and technically practicable, given customary Internet business practices, but in no event shall any such material remain on the RII Network more than thirty (30) business days after expiration or notice of termination, as applicable, and at GNI's request, RII shall certify in writing to GNI such removal or erasure. RII shall use a good faith effort to remove or erase GNI Marks and Related Content from any other sites or places not listed in the preceding sentences as soon as commercially and technically practical. 5.6 RII shall cause the trademark notice "(R)" or "(SM)" and/or the legend "[Xxxx] is a trademark of GNI and is used under license" and/or such other legend as requested by GNI from time to time, to appear on promotional materials and, to the extent provided in the next sentence). Nuvios shall own andconsistent with general Internet practices, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used on or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), services provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productby RII.

Trademarks. Nuvios Hutchmed shall identify use the Epizyme Marks and select one Epizyme Domains only in connection with Hutchmed’s Development, Manufacture, and Commercialization of the Licensed Products in the Territory in accordance with the terms and conditions of this Agreement, including the trademark license terms set forth in Exhibit D, which are incorporated herein. Epizyme shall retain ownership of all of the Epizyme Marks and Epizyme Domains. Except as expressly provided in this Agreement, or more trademarks except as otherwise required by Applicable Law or agreed by the Parties in advance in writing, neither Party shall have any right to be used use the other Party’s or the other Party’s Affiliates’, and Hutchmed shall not have any right to registeruse any Epizyme Entity’s, distribute Trademarks in connection with any Development, Manufacture or Commercialization of any Licensed Product. At Epizyme’s option, and promote if permitted by local Applicable Laws in the Territory, each Licensed Product in the Territory (collectivelyshall be co-branded with the Epizyme name and Epizyme-designated corporate trademark, in a manner to be reasonably agreed by the Parties and subject to the terms of this Agreement, including the trademark license terms set forth in Exhibit D, with the Global Brand Strategy having been taken into consideration. If Hutchmed co-brands any Licensed Product with a Hutchmed Mxxx, the Global Brand Strategy having been taken into consideration, then all Hutchmed Marks will at all times during and after the Term remain the sole and exclusive property of Hutchmed, all use of, and goodwill associated with, the Hutchmed Marks will inure to the sole and exclusive benefit of Hutchmed, the Epizyme Marks and Hutchmed Marks will at all times remain separate trademarks, owned by their respective owners, and neither Party will “Nuvios Trademarkslock up” or otherwise combine Epizyme Marks and each individually Hutchmed Marks to create a “Nuvios Trademark”)unitary composite mxxx. Unless otherwise agreed between the PartiesExcept as set forth in Exhibit D, Ipsen neither Party shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not licenseof the other Party in combination with another word, register or use any other trademark or trade name which is the same assymbol, or confusingly similar todesign, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use without the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all prior written approval of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductParty.

Trademarks. Nuvios shall identify and (a) Nippon Kayaku may, in its sole discretion, select one or more the trademarks to be used to register, distribute and promote in connection with the Licensed Product Products in the Territory (collectively, the “Nuvios Product Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the PartiesNippon Kayaku shall own all right, Ipsen shall not avail itself of any license on any Nuvios Trademarktitle, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark interest in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in Product Trademarks other than the next sentence). Nuvios shall own andLicensed Trademarks, at its cost, and shall be responsible for procurementthe registration, registrationprosecution, maintenance and enforcement of all Nuvios Trademarks used or registered thereof. For clarity, Nippon Kayaku may use the same trademarks on the Licensed Products in connection with any the Territory as Axxxx Nortye uses on the Licensed Product, except that Ipsen or Teijin shall pay for all Products outside of the costs and expenses of Nuvios in connection with procuringTerritory, registeringand, maintaining and enforcing Nuvios to the extent such trademarks are not the Licensed Trademarks, Nippon Kayaku shall own such Product Trademarks in Japanthe Territory. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios Axxxx Nortye shall not avail itself directly or indirectly attack, challenge, dispute, or contest the validity of or ownership of any license on Product Trademarks in the Territory or any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen registrations issued with respect thereto. (b) Adlai Nortye shall own andall right, at its costtitle, and interest in and to the Licensed Trademarks and shall be responsible for procurementthe registration, prosecution, maintenance and enforcement thereof. If Axxxx Nortye desires not to maintain or enforce any such Licensed Trademarks, Axxxx Nortye shall notify Nippon Kayaku in writing, in which case Nippon Kayaku shall have the right and option (but not the obligation) to acquire such Licensed Trademarks from Axxxx Nortye. Upon exercise of such rights by Nippon Kayaku, Axxxx Nortye shall transfer and assign to Nippon Kayaku, without compensation and free of charge, all Ipsen right, title, and interest in and to such Licensed Trademarks used and shall take all measures necessary or registered reasonably desirable to enable Nippon Kayaku to register, prosecute, maintain and enforce such Licensed Trademarks in connection with any the Territory, including executing a form of assignment of such Licensed ProductTrademarks.

Trademarks. Nuvios (a) Each Party and its Affiliates shall identify retain all right, title and select interest in and to its and their respective corporate names and logos. (b) Cubist will develop and propose, and the JCT shall review and comment on, one or more trademarks Product Trademark(s) for use by Cubist and its Related Parties throughout the Territory. Such Product Trademark(s) considered by the JCT may, with Alnylam’s consent, not to be unreasonably withheld or delayed, include the Product Trademark(s) developed or used by Alnylam with respect to register, distribute Licensed Product in Asia (the “Alnylam Trademarks”). Any Product Trademark(s) (other than the Alnylam Trademarks) that are used by Cubist to promote and promote sell Licensed Product in the Territory are hereinafter referred to as the “Cubist Trademarks”. Alnylam (collectively, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the or its Related Parties, Ipsen as appropriate) shall not avail itself own all rights to Alnylam Trademarks, and all goodwill associated therewith, throughout the world. Cubist (or its Related Parties, as appropriate) shall own all rights to Cubist Trademarks and all goodwill associated therewith, throughout the world. Alnylam shall also own rights to any Internet domain names incorporating the applicable Alnylam Trademarks or any variation or part of such Alnylam Trademarks used as its URL address or any license on part of such address; and Cubist shall also own rights to any Nuvios TrademarkInternet domain names incorporating the applicable Cubist Trademarks or any variation or part of such Cubist Trademarks used as its URL address or any part of such address. (c) If Alnylam Trademarks are used to promote and sell Licensed Product in the Territory, then the following provisions shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios apply: Alnylam shall grant appropriate Cubist an exclusive license free to use such Alnylam Trademarks to Commercialize Licensed Product in the Territory. Cubist agrees that the quality of charge Licensed Product and the Manufacture and Commercialization thereof shall be consistent with the quality standards applied by Alnylam thereto. In addition, Cubist shall comply strictly with Alnylam’s trademark style and usage standards that Alnylam communicates to Ipsen Cubist from time to time with respect to the Alnylam Trademarks. Cubist shall, at [**] expense in the Royalty Territory and subject to [**] for the Profit-Share Territory, at the request of Alnylam from time to time, submit to Alnylam for approval a reasonable number of production samples of Licensed Product and related packaging materials. If Alnylam reasonably objects to the quality of Licensed Product or Teijin for use the usage of the Alnylam Trademarks in connection with any sample, it shall give written notice of such Nuvios Trademark objection to Cubist within [**] after receipt by Alnylam of the sample, specifying the way in Japan (except which such usage of the Alnylam Trademarks fails to meet the extent provided style, usage or quality standards for Licensed Product set forth in the next sentencesecond and third sentences of this Section 8.8(c), and Cubist shall [**] cease sale and distribution of Licensed Product. Nuvios shall own andIf Cubist wishes to continue to distribute and sell Licensed Product, at its costit must remedy the failure and submit further samples to Alnylam for approval. (d) If Alnylam Trademarks are used to promote and sell Licensed Product in the Territory, then Alnylam will use Diligent Efforts to establish, maintain and enforce such Alnylam Trademarks in the applicable countries in the Territory. Cubist shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all [**] percent ([**]%) of the costs of such efforts in the Royalty Territory and expenses Cubist shall reimburse Alnylam for [**] such costs incurred by Alnylam within [**] after receiving any invoice from Alnylam for such costs. [**] in the costs of Nuvios such efforts in connection with procuringthe Profit-Share Territory and Cubist shall reimburse Alnylam for [**] percent ([**]%) of such costs incurred by Alnylam within [**] after receiving any invoice from Alnylam for such share of such costs. Cubist will use Diligent Efforts to establish, registering, maintaining maintain and enforcing Nuvios enforce the Cubist Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own andTerritory, at its costexpense, subject to the applicable cost sharing provisions for the Profit-Share Territory. (e) If either Party becomes aware of any infringement of any Product Trademark by a Third Party, such Party shall be responsible for procurementpromptly notify the other Party and the Parties shall consult with each other and jointly determine the best way to prevent such infringement, maintenance and enforcement including by the institution of all Ipsen Trademarks used or registered in connection with any Licensed Productlegal proceedings against such Third Party.

Trademarks. Nuvios (a) During the Term, Cendant grants, or agrees to cause its affiliates to grant, as the case may be, to Homestore a limited license to use the registered Marks in connection with the Data Listing, as set forth in this Agreement, consistent with the identity standards maintained by the Systems (which Cendant shall identify and select one or more trademarks provide to Homestore at regular intervals) and, if any Xxxx is to be used to register, distribute and promote Licensed Product supplied other than in the Territory form supplied to Homestore as part of the Data Listing, subject to Cendant's prior approval, in its reasonable discretion (collectively, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen which approval shall not avail itself be unreasonably withheld, conditioned or delayed), of any license on such representation of the Marks. Homestore specifically acknowledges that, except as expressly provided in this Section 9, this Agreement does not confer upon Homestore any Nuvios Trademarkinterest in or right to use any Marks or other substantially similar intellectual property right of Cendant, Brands, the Franchisors, or their affiliates (collectively referred to as the "Cendant Intellectual Property Rights") unless Homestore receives the prior written consent of Cendant which consent Cendant may grant or withhold in its sole discretion. Homestore further agrees that upon termination of this Agreement, Homestore shall immediately cease and discontinue all use of the Cendant Intellectual Property Rights. Further, if Homestore wishes to utilize the Cendant Intellectual Property Rights in advertising or promotional materials, it must submit such materials to Cendant for final written approval before utilizing them, which approval shall not register be unreasonably withheld, conditioned or use delayed by Cendant. In no event may Homestore or any Nuvios Trademark and shall not license, register affiliated or use any other trademark associated person or trade name which is entity utilize the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered Cendant Intellectual Property Rights in connection with any Licensed Productproducts or services other than the Sites. Homestore and Cendant further acknowledge that, except that Ipsen as provided in Section 2 above and in this Section 9, this Agreement does not create or Teijin shall pay for all of the costs and expenses of Nuvios grant any rights in connection with procuringHomestore to use any intellectual property rights owned or controlled by any Franchisee, registeringor their affiliates, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks nor does Cendant wish to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using grant any such Ipsen Trademarkrights. (b) Cendant specifically acknowledges that this Agreement does not confer upon Cendant any interest in or right to use any trademark, Ipsen complies with all service xxxx or other intellectual property right of Homestore or its affiliates (collectively referred to as "Homestore Intellectual Property Rights") unless Cendant receives the provisions prior written consent of the first paragraph Homestore which consent Homestore may grant or withhold in its sole discretion. Cendant further agrees that upon termination of this Section 11.1 that are applicable Agreement, Cendant shall immediately cease and discontinue all use of Homestore Intellectual Property Rights. Further, if Cendant wishes to Ipsenutilize Homestore Intellectual Property Rights in advertising or promotional materials, it must submit such materials to Homestore for final approval which approval Homestore may grant or withhold in its sole discretion, before utilizing them. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of In no event may Cendant or any license on any Ipsen Trademark, shall not register affiliated or use any Ipsen Trademark and shall not license, register associated person or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered entity utilize Homestore Intellectual Property Rights in connection with any Licensed Productproducts or services other than as provided under this Section 9(b).

Trademarks. Nuvios A. Fortune 21 shall identify and select one or more trademarks cause to be used affixed to registeror printed upon each printed material or tape for use in connection with the services, distribute and promote Licensed Product the appropriate trademark notice, legibly printed which shall be designated in advance by Success. Fortune 21 agrees to deliver to Success free of cost samples of such printed materials or tapes for approval hereunder, which will not be unreasonably withheld. Success shall notify Fortune 21 of its approval or disapproval within fifteen (15) business days of its receipt of such material or tape. If Fortune 21 is not notified within that time, approval by Success of the Territory (collectivelymaterial or tape will be assumed. B. Fortune 21 agrees that it will not, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless during the terms of this Agreement or thereafter, file any application for trademark registration or otherwise agreed between the Parties, Ipsen shall not avail itself obtain or attempt to obtain ownership of any license on any Nuvios Trademarkname, shall not register design, logo, or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name within the Territory or in any other country of the world which includes or is confusingly similar to the Licensed Trademark, or which is intended to make reference to the same asLicensed Trademark. C. Fortune 21 agrees that it will not, directly or indirectly challenge or contest Success' ownership of and rights in the Licensed Trademark, whether for the Licensed Products or otherwise, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free validity of charge to Ipsen or Teijin for this Agreement. D. All use of such Nuvios the Licensed Trademark in Japan (except by Fortune 21 shall inure to the extent provided in benefit of Success, and Fortune 21 shall acquire no rights therein adverse to Success. Fortune 21 shall, at any time when requested by Success to do so, whether during the next sentence). Nuvios shall own andterm of this Agreement or thereafter, at its costown expense, execute such documents or applications as requested by Success in order to confirm Success' ownership of all such rights or to maintain the validity of the Licensed Trademark or obtain or maintain registrations thereof for the class or classes applicable to the Licensed Products herein. E. Fortune 21 shall notify Success in writing of any infringement or limitations by others of the Licensed Trademarks on services or articles similar to the Licensed Products if and when such become known to Fortune 21. Success shall have the sole right to determine whether or not any action shall be responsible taken on account of such infringements or limitations without the prior written consent of Success to do so. F. If, at the request of Fortune 21, Success brings any legal action(s) against third parties for procurementinfringement or imitation of the Licensed Trademark relating to the Licensed Products, registrationthen Fortune 21 shall bear the cost of such litigation and such legal action(s) shall be jointly controlled. G. Fortune 21, maintenance and enforcement at its own expense, will fully cooperate with Success, or its designee or representative in the prosecution of all Nuvios Trademarks used or registered any trademark application that success may determine to file, in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of implementing the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph objectives of this Section 11.1 that are applicable Agreement. H. Success will take necessary and appropriate actions to Ipsen. Unless otherwise agreed between protect the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Licensed Trademark and shall not license, register or use to maintain any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, registrations at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productexpense.

Trademarks. Nuvios shall identify IWBI owns certain rights, title and select one or more trademarks interest in and to be used several trademarks, service marks, certification marks, logos, trade dress, and other graphic images, including, but not limited to registerWELL Certified™, distribute the WELL Certified™ logo, WELL PORTFOLIO™, WELL PORTFOLIO SCORE™, WELL PRECERTIFIED™WELL HEALTH-SAFETY RATING™, WELL HEALTH-SAFETY RATED™, and promote Licensed Product in the Territory related logos (collectively, the “Nuvios Trademarks” Marks”) and, pursuant to licenses from IWBI, in the event You receive a WELL Portfolio Score for your Defined Portfolio or You receive a WELL Precertified designation, WELL Health-Safety Rating, or WELL Certification for Your Project, as applicable, IWBI will grant You the limited right to use the Marks as set forth herein. The Marks constitute valuable intellectual property held by IWBI and are protected by law. You acknowledge and agree that the Marks constitute valuable intellectual property of IWBI and that any unauthorized use by You of these Marks constitutes both intellectual property infringement and a breach of this Agreement. IWBI holds registrations and applications for certification marks and/or trademarks for some or all of the Marks in several jurisdictions worldwide. You acknowledge that IWBI is the owner of certain right, title and interest in and to each individually of the Marks in various jurisdictions pursuant to applicable statutes, common law or otherwise, regardless of whether each Xxxx has been applied for or registered in each jurisdiction, and You shall not engage in, advance, or otherwise support any action, claim or challenge that is inconsistent with the foregoing. After you have formally applied for a WELL Portfolio Score or WELL Certification for Your Defined Portfolio or Project, as applicable, while Your Defined Portfolio or Project is under review by the WELL Reviewer, IWBI grants You the limited right to indicate that You have applied for a WELL Portfolio Score for Your Defined Portfolio or for WELL Certification for Your Project, at whichever level is applicable, under the WELL Program; provided however, that You are prohibited from using the Marks in any manner that violates the intellectual property rights of any third party, is misleading, or that indicates or implies (as determined by IWBI in its sole and absolute discretion) that Your Defined Portfolio or Project has achieved, or will achieve, a WELL Portfolio Score or WELL Certification at any level. You are prohibited from using the WELL Portfolio Score™ or WELL Certified™ logo in any manner prior to receipt of an award from IWBI. In the event that Your Defined Portfolio or Project is awarded a WELL Portfolio Score, WELL Precertified designation, WELL Health-Safety Rating or WELL Certification by IWBI, then, subject to the terms and conditions of this Agreement, IWBI grants You a non-exclusive, non-sublicenseable, non-transferable, revocable (in the discretion of IWBI), royalty-free, limited license to use, during the period of time during which the Defined Portfolio’s score or the Project’s designation or certification remains valid, the applicable Marks (depending if applicable, the score or level of WELL Certification achieved) for the purposes of indicating the WELL Portfolio Score obtained for a Defined Portfolio or the level of WELL Certification granted in relation to the Project. For the avoidance of doubt, the license granted herein shall automatically expire, without notice, upon any expiration, termination or revocation of the Portfolio’s or Project’s score, designation or certification, as applicable. You agree to use the Marks in accordance with all applicable laws, rules and regulations, and You will comply at all times with IWBI’s WELL Brand Guide (available at xxxxx://xxx.xxxxxxxxxxxxx.xxx/brand-guide)and PR Guides as published by IWBI and as may be updated from time to time (The WELL Brand Guide and PR Guides collectively referred to as the “Nuvios TrademarkWELL Branding Guidelines”), and any other related requirements associated with the use of the Marks as provided by IWBI in writing to You. Unless otherwise agreed between The WELL Branding Guidelines shall be available online at xxxxx://xxxxxxxxx.xxxxxxxxxxxxx.xxx/tools/well-branding-guidelines/ and upon request. You represent and warrant that You have fully reviewed the PartiesWELL Branding Guidelines, Ipsen and You agree to check for updates often. All rights not expressly granted herein are reserved by IWBI, and no license is granted hereunder for the use of the Marks for any purpose beyond the uses set forth in this Section 8, or to any other intellectual property of IWBI. You acknowledge and affirm IWBI’s ownership of the Marks and the validity and enforceability thereof, and You shall not avail itself make any claim of, or seek any right to, title or ownership in and to any of the Marks, nor shall You submit any trademark or other intellectual property application anywhere in the world covering, in whole or in part, any of the Marks or any terms, designs or logos confusingly similar to any of the Marks. You agree not to contest the validity of any license on of the Marks and not to voluntarily become a party to any Nuvios Trademarklitigation in which others contest the validity of any of the Marks. You agree and acknowledge that all rights, good will and other benefits accruing to you by your use of the image or the Marks will inure to the benefit of IWBI. Additionally, You shall not register in any way seek to avoid any obligations under this Agreement, or any other agreement you have with IWBI, because of the assertion or allegation by any party that any of the Marks is invalid or by reason of any contest concerning any of the Marks or IWBI’s ability to use any Nuvios Trademark such Marks. The Marks WELL Certified™ and shall not licensethe WELL Certified™ logo are certification marks in the United States. Outside of the United States, register or use such Marks (and any other trademark similar Marks) may be treated, applied for or trade name which is the same as, registered as certification marks or confusingly similar to, any Nuvios Trademark standard commercial trademarks in any countrycountry or jurisdiction at the sole discretion of IWBI. Notwithstanding the foregoing, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided any of the Marks are abandoned, canceled or otherwise determined or claimed to be invalid or becomes the subject of any challenge, IWBI reserves the right to alter the Marks or the scope of the license granted herein. Any such updates will be communicated to you by updating the WELL Branding Guidelines or otherwise in the next sentence). Nuvios shall own andwriting, at its cost, shall and You will be responsible for procurementcomplying with the WELL Branding Guidelines as they may be updated from time to time. For the avoidance of doubt, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with the event that any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuringMarks are abandoned, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one canceled or more trademarks otherwise determined or claimed to be used to registerinvalid, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios You shall not avail itself be entitled to any damages including any refund of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productfees paid.

Trademarks. Nuvios shall identify and select one (1) The Grantor (either itself or more trademarks through licensees) will, with respect to each Trademark identified in Exhibit B, as Exhibit B may be amended, supplemented or otherwise modified from time to time, (i) continue to use or have used such Trademark to registerthe extent necessary to maintain such Trademark in full force free from any claim of abandonment for non-use, distribute and promote Licensed Product (ii) maintain as in the Territory (collectively, “Nuvios Trademarks” past the quality of products and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall not avail itself of any license on any Nuvios services offered under such Trademark, shall (iii) employ such Trademark with the appropriate notice of registration, (iv) not register adopt or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name xxxx which is confusingly similar or a colorable imitation of such Trademark unless the same asLender shall obtain a first priority perfected security interest in the Grantor’s interest in such xxxx pursuant to this Agreement, and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become invalidated. (2) The Grantor will promptly notify the Lender if any application or registration relating to any Trademark may become abandoned, canceled or denied, or confusingly similar toof any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any Nuvios Trademark proceeding in the PTO or any court or tribunal in any country) regarding the Grantor’s ownership interest in such Trademark or its right to register the same or to keep and maintain the same. (3) The Grantor will, except Japan where Ipsen with respect to any Trademark that the Grantor registers after the Closing Date or Teijin any Trademark License that the Grantor acquires after the Closing Date, promptly (i) take all actions necessary so that the Lender shall obtain a perfected security interest in such Trademark or Trademark License and (ii) provide to the Lender a revised Exhibit B listing all registered Trademarks and all Trademark Licenses in which the Grantor has an interest. (4) Upon request of the Lender, the Grantor shall execute and deliver any and all agreements, instruments, documents, and papers as the Lender may use request to evidence the Nuvios Lender’s security interest in any Trademark and in the goodwill and general intangibles of the Grantor relating thereto or represented thereby, and the Grantor hereby constitutes the Lender its attorney-in-fact to execute and file all such eventwritings for the foregoing purposes, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use all acts of such Nuvios attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable until the Grantor shall have paid and performed in full all of its obligations under the Loan Documents. (5) The Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the PTO, to maintain and pursue each application (and to obtain the relevant registration) and to maintain the registration of the Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (6) In the event that any Trademark in Japan (except to the extent provided included in the next sentence). Nuvios Patent and Trademark Collateral is infringed, misappropriated or diluted by a third party, the Grantor shall own andnotify the Lender and shall, at its costif appropriate, shall be responsible xxx for procurementinfringement, registrationmisappropriation or dilution, maintenance seeking injunctive relief where appropriate and enforcement of to recover any and all Nuvios Trademarks used damages for such infringement, misappropriation or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same asdilution, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Producttake such other action as the Grantor reasonably deems appropriate under the circumstances to protect such Trademark.

Trademarks. Nuvios shall identify and select one (i) The Grantor (either itself or more trademarks through licensees) will, with respect to each Trademark identified in Exhibit C hereto as it may --------- be amended, supplemented or otherwise modified from time to time, (i) continue to use or have used such Trademark to registerthe extent necessary to maintain such Trademark in full force free from any claim of abandonment for non-use, distribute and promote Licensed Product (ii) maintain as in the Territory (collectively, “Nuvios Trademarks” past the quality of products and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall not avail itself of any license on any Nuvios services offered under such Trademark, shall (iii) employ such Trademark with the appropriate notice of registration, (iv) not register adopt or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name xxxx which is confusingly similar or a colorable imitation of such Trademark unless the same asCollateral Agent, for the ratable benefit of the Holders, shall obtain a first priority perfected security interest in the Company's interest in such xxxx pursuant to this Patent and Trademark Security Agreement, and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become invalidated. (ii) The Grantor will promptly notify the Collateral Agent if any application or registration relating to any Trademark may become abandoned, canceled or dedicated, or confusingly similar toof any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any Nuvios proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding the Grantor's ownership interest in such Trademark or its right to register the same or to keep and maintain the same. (iii) The Grantor will, except Japan where Ipsen with respect to any Trademark that the Grantor registers after the Closing Date or Teijin any Trademark License that the Grantor acquires after the Closing Date, promptly (i) take all actions necessary so that the Collateral Agent, for the ratable benefit of the Holders, shall obtain a perfected security interest in such Trademark or Trademark License and (ii) provide to the Collateral Agent a revised listing of all registered Trademarks and all Trademark Licenses in which the Grantor has an interest. (iv) Upon request of the Collateral Agent, the Grantor shall execute and deliver any and all agreements, instruments, documents, and papers as the Collateral Agent may use request to evidence the Nuvios Collateral Agent's security interest in any Trademark and in the goodwill and general intangibles of the Grantor relating thereto or represented thereby, and the Grantor hereby constitutes the Collateral Agent its attorney-in-fact to execute and file all such eventwritings for the foregoing purposes, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use all acts of such Nuvios Trademark attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable until the Grantor shall have paid and performed in Japan full all of its obligations under the Transaction Documents. (except v) Subject to the extent provided terms of the Trademark License, the Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office to maintain and pursue each application (and to obtain the relevant registration) and to maintain the registration of the Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) Subject to the terms of the Trademark License, in the next sentence). Nuvios event that any Trademark included in the Collateral is infringed, misappropriated or diluted by a third party, the Grantor shall own andnotify the Collateral Agent and shall, at its costif appropriate, shall be responsible xxx for procurementinfringement, registrationmisappropriation or dilution, maintenance seeking injunctive relief where appropriate and enforcement of to recover any and all Nuvios Trademarks used damages for such infringement, misappropriation or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same asdilution, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Producttake such other action as the Grantor reasonably deems appropriate under the circumstances to protect such Trademark.

Trademarks. Nuvios (a) Licensor warrants and represents to Licensee that Licensor is the owner of all right, title and interest in and to the registrations of the Licensed Marks in International Class 3 in the jurisdictions set forth in the annexed SCHEDULE 5.1, and Licensor has no knowledge that the Licensed Marks infringe upon any other trademark. The rights granted Licensee in this Agreement are exclusive and have not been granted to any third party. Licensee acknowledges that Licensor is the owner of all right, title and interest in and to the Licensed Marks and is also the owner of the goodwill attached or which shall identify become attached to the Licensed Marks in connection with the business and select one good will in relation to which the same have been, are or more trademarks shall be used. Sales by Licensee shall be deemed to be used have been made by Licensor for purposes of trademark registration and all uses of the Licensed Marks by Licensee shall inure to registerthe benefit of Licensor. (b) At Licensor's request, distribute Licensee shall execute any documents, including registered user agreements, reasonably required by Licensor to confirm Licensor's ownership of all rights in and promote to the Licensed Product Marks in each jurisdiction in the Territory (collectively, “Nuvios Trademarks” and each individually a “Nuvios Trademark”)the respective rights of Licensor and Licensee pursuant to this Agreement. Unless otherwise agreed between the Parties, Ipsen Licensee shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered cooperate with Licensor in connection with any the filing and prosecution by Licensor of applications in Licensor's name to register the Licensed ProductMarks for Products in each jurisdiction in the Territory and the maintenance and renewal of such registrations as may issue. For each Licensed Xxxx, except that Ipsen or Teijin Licensor shall pay for all of bear the first ______* in costs and expenses associated with such filings, and Licensee shall bear the excess costs, if any. Licensee shall not use any Licensed Xxxx, nor may any Products bearing such Licensed Xxxx be advertised, marketed or offered for sale in any country where such Licensed Xxxx has not been registered in International Class 3 or an application for such registration has not been filed. (c) Licensee covenants and agrees with Licensor that Licensee and its Affiliates shall use the Licensed Marks in each jurisdiction in the Territory in compliance with the legal requirements in such jurisdiction. Neither Licensee nor its Affiliates shall challenge Licensor's ownership of Nuvios or the validity of any Licensed Xxxx or any New Xxxx or any application for registration thereof, or any trademark registration thereof, or any rights of Licensor therein; and this obligation shall survive the expiration or termination of this Agreement. *Excised. (d) Licensor agrees that at the request and expense of Licensee, but subject to the approval of Licensor, Licensor shall use its good faith efforts to create or obtain and register one (1) or more New Marks in the name of Licensor or an Affiliate of Licensor for use in connection with procuringthe marketing, registering, maintaining distribution and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all sale of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductProducts.

Trademarks. Nuvios shall identify 7.01 Pacira hereby grants to Master Distributor and select one or more each of its Sub-Distributors, a non-exclusive right and nontransferable right and license, without the right to grant sublicenses to any party, to use the trademarks to be used to register, distribute and promote Licensed trade names of Pacira (the “Trademarks”) during the Term of this Agreement in connection with the promotion and advertising of the Product and the solicitation of orders for the Product in the Territory Territory, provided that (collectivelya) Master Distributor submits to Pacira for its prior written approval examples of any and all materials, “Nuvios Trademarks” promotional literature, advertising and each individually a “Nuvios Trademark”)technical narrative in which any Trademark is used, and (b) the Trademarks shall be used by Master Distributor in accordance with Pacira’s standards, specifications and instructions. Unless otherwise agreed between Master Distributor shall acquire no right, title or interest in the PartiesTrademarks other than the foregoing limited license, Ipsen and Master Distributor shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not licenseTrademarks, register or use words, phrases or symbols confusingly similar to any other trademark Trademarks, as part of Master Distributor’s corporate or trade name or permit any third party to do so without the prior written consent of Pacira. Master Distributor agrees that all of its uses of the Trademarks shall inure to the benefit of Pacira. 7.02 Master Distributor shall promptly notify Pacira of any use by any third party of the Trademarks or any use by such third parties of similar marks which is may constitute an infringement or passing off of the same asTrademarks. Pacira reserves the right, or confusingly similar toin its sole discretion, to institute any Nuvios Trademark proceedings against such third party infringers and Master Distributor shall refrain from doing so. Master Distributor agrees to cooperate fully with Pacira in any countryaction taken by Pacira against such third parties, except Japan where Ipsen provided that all expenses of such action shall be borne by Pacira and all damages which may be awarded or Teijin may use agreed upon in settlement of such action shall accrue to Pacira. 7.03 Upon the Nuvios Trademark termination or expiration of this Agreement, Master Distributor shall cease and in such eventdesist, Nuvios shall grant appropriate license free and cause each of charge its Sub-Distributors to Ipsen or Teijin for cease and desist, from the use of such Nuvios Trademark the Trademarks in Japan (except any manner, including but not limited to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered any use in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark Master Distributor’s corporate or trade name which is name. In addition, Master Distributor hereby empowers Pacira and agrees to assist Pacira, if requested, to cancel, revoke or withdraw any governmental registration or authorization permitting Master Distributor to use the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductTrademarks.

Trademarks. Nuvios (a) Bausch Health shall identify have the non-exclusive right, but not the obligation, to use the Licensed Marks in connection with the Development, Manufacture and select one or more trademarks to be used to register, distribute and promote Commercialization of Licensed Product Products in the Licensed Field in the Licensed Territory; provided that, in its sole discretion, Bausch Health may also use other Trademarks of its selection and/or its own corporate Trademarks in connection with such Development, Manufacture and Commercialization of Licensed Products in the Licensed Field in the Licensed Territory (collectivelyprovided, that no such Trademark shall contain the word “Nuvios Trademarks” and each individually a “Nuvios TrademarkEyenovia”). Unless otherwise Eyenovia shall own all rights in and to all Licensed Marks in the Licensed Territory and shall register and maintain the Licensed Marks in the Licensed Territory, at Eyenovia’s cost and expense. Bausch Health shall own all rights in and to all other Trademarks (other than the Licensed Marks) used in the Development, Manufacture and Commercialization of the Licensed Products in the Licensed Field in the Licensed Territory and shall register and maintain such Trademarks in the Licensed Territory, at Bausch Health’s cost and expense. During the Term, Bausch Health agrees (i) to not do anything inconsistent with Eyenovia’s ownership of the Licensed Marks, (ii) to comply with any terms of use for such Licensed Marks mutually agreed to by the Parties, and (iii) that any goodwill associated with the use of Licensed Marks by Bausch Health shall inure solely to the benefit of Eyenovia. (b) At the request of Bausch Health, Eyenovia shall apply for the registration of [ ], in the name of Eyenovia and at Eyenovia’s cost and expense. Once such application has been made [ ], such Trademark will become a Licensed Mxxx for the purposes of this Agreement and Schedule 1.77 shall be automatically amended accordingly and the terms of Section 5.3(a) above shall apply to such Trademark. (c) Eyenovia hereby grants to Bausch the right (and Bausch Health shall hereby have the right, but not the obligation) to apply for the registration of, register and maintain [ ] in the Licensed Territory, in the name of Bausch Health and at Bausch Health’s cost and expense, for use in the Development, Manufacture and Commercialization of the Licensed Products in the Licensed Field in the Licensed Territory. As between the Parties, Ipsen Bausch Health shall own all rights in and to such Trademarks. During the Term, Eyenovia (and its Affiliates) shall not avail itself apply for the registration of any license on any Nuvios Trademark, shall not or register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided [ ] in the next sentence). Nuvios Licensed Territory nor shall own andit grant a Third Party the right or license to use, at its cost, shall be responsible apply for procurement, registration, maintenance and enforcement the registration of all Nuvios Trademarks used or registered register [ ] in connection with any the Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductTerritory.

Trademarks. Nuvios (a) Sublicensee may utilize, in connection with the manufacture, marketing, distribution and sale of the Products, the EARTHSHELL-TM- trademark, and such other trade names, trademarks, service marks, slogans and logo marks that may be designated in writing by ECC to Sublicensee prior to commercial production of the Products by Sublicensee or from time to time thereafter (collectively the "Trademarks"). (b) To the extent Sublicensee elects to use the Trademarks on or in connection with manufacture, marketing, distribution, use and/or sale of Products hereunder, Sublicensee shall identify be entitled to receive an advertising allowance credit equal to Two Percent (2%) of the Net Sale Price of such Products that bear the Trademarks. To qualify for the aforementioned advertising allowance credit, Sublicensee shall submit to ECC written documentation, reasonably satisfactory to ECC, of sales by Sublicensee of Products that bear the Trademarks, and select one ECC shall credit the appropriate amount against future royalties payable by Sublicensee hereunder. (c) To the extent Sublicensee elects to use the Trademarks on or more trademarks in connection with the marketing, distribution, use and/or sale of the Products, the specific placement, size, and detail of the Trademarks on the Product must be approved by ECC, but shall not be required to be used placed on the Products in such a size, placement, detail or configuration so as to registerimpair the marketability of the Product. In addition, distribute on any Products manufactured, marketed, distributed and promote Licensed Product in sold by Sublicensee and bearing any Trademark, Sublicensee shall also include the Territory following legend: "This product is manufactured by ___________________________ under license from EarthShell Container Corporation." (collectivelyd) In connection with any use of the Trademarks by Sublicensee, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen Sublicensee shall not avail itself of in any license on manner represent that it has any Nuvios Trademark, shall not register or use any Nuvios Trademark ownership interest therein and shall not licensechallenge or impugn the ownership of the Trademarks. Sublicensee acknowledges that use of the Trademarks shall not create in its own favor any right, register or use any other trademark or trade name which is the same astitle, or confusingly similar to, any Nuvios Trademark interest in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided Trademarks, but that all uses of these marks by Sublicensee shall inure to the benefit of ECC or its Licensor. Sublicensee shall cooperate with ECC or its Licensor in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance execution of any appropriate and enforcement of all Nuvios Trademarks used or registered necessary documents in connection with the registration of any Licensed ProductTrademark. Upon termination of this Agreement, except that Ipsen or Teijin Sublicensee shall pay for all cease and desist from use of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one any way, including any word or more trademarks phrase that is similar to or likely to be used to register, distribute and promote confused with such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided thatmarks. However, in identifyingthe event of termination, selectingSublicensee shall have the right to sell at market price existing stock and inventory of manufactured Products for a period of one hundred and eighty days and thereafter shall deliver to ECC or its duly authorized representative all materials upon which the Trademarks appear. (e) All Products produced pursuant to this Agreement bearing any Trademark shall be produced in compliance with the specifications and procedures set forth in the ECC Quality Standards Manual. Sublicensee shall permit ECC to conduct periodic inspections/audits to ensure compliance with the ECC Quality Standards Manual. (f) Should any Product bearing any Trademark that is manufactured, registering and/or using sold or otherwise commercialized by Sublicensee contain any material defect in its appearance or function, Sublicensee shall cease any further manufacture, sale or other commercialization of such Ipsen TrademarkProduct containing such material defect. Unless Sublicensee corrects such defect within a reasonable time following its discovery by or disclosure to Sublicensee, Ipsen complies with all Sublicensee shall be in breach of the provisions of the first paragraph a material obligation of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductAgreement.

Trademarks. Nuvios (a) Subject to Sections 9.6(b) and 9.6(c) below, Ji Xing shall identify have the right to brand the Products sold in the Territory using any trademarks and trade names it determines appropriate for the Product, which may vary by Region or within a Region (the “Product Marks”); provided that Ji Xing shall not select one any mark or more China-approved drug name that is confusingly similar to any Xxxx Trademarks as a Product Mark. Xx Xxxx shall own all rights in the Product Marks in the Territory and shall register and maintain the Product Marks in the Territory that it determines reasonably necessary, at Xx Xxxx’s own cost and expense. (b) Xx Xxxx acknowledges that Xxxx may develop a global branding strategy for the Products and adopt the key distinctive colors, logos, images, symbols, and trademarks to be used in connection with the Commercialization of the Products throughout the world (collectively and including any Chinese language versions thereof, the “Xxxx Trademarks”). Xxxx shall own all rights in the Xxxx Trademarks and shall have the sole right (but not the obligation) to register, distribute maintain and promote Licensed enforce the Xxxx Trademarks in any country in the world as it determines appropriate, at Xxxx’x own cost and expense. (c) Subject to the terms and conditions of this Agreement and for no additional considerations, Xxxx hereby grants to Xx Xxxx a non-transferable, limited, non-exclusive license to use the Xxxx Trademarks solely in connection with the Commercialization of the Product in the Field in the Territory during the Term of this Agreement, and if Ji Xing elects to Commercialize the Product in the Territory (collectivelyusing the Xxxx Trademarks, “Nuvios Trademarks” and each individually Xx Xxxx shall do so in a “Nuvios Trademark”)manner consistent with Xxxx’x global branding strategy for the Product. Unless otherwise agreed between the PartiesOther than as permitted under this Agreement, Ipsen shall Xx Xxxx will not avail itself of adopt, use, or register any license on any Nuvios Trademark, shall not register Xxxx Trademarks or use any Nuvios Trademark and shall not license, register or use any other trademark trademarks, service marks, logos, or trade name which that is the same as, identical to or confusingly similar towith any trademarks of Xxxx. At Xxxx’x request, Xx Xxxx will furnish to Xxxx at Xx Xxxx’s expense sample uses of Xxxx Trademarks for review by Xxxx. It is understood and agreed that Xxxx shall retain all right, title and interest in and to Xxxx Trademarks. Nothing contained in this Agreement will give Xx Xxxx any Nuvios Trademark interest in Xxxx Trademarks. Xx Xxxx agrees that it will not, at any countrytime during or after the Term of this Agreement, except Japan where Ipsen assert or Teijin claim any interest in or do anything which may use adversely affect the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free validity or enforceability of charge to Ipsen or Teijin for any Xxxx Trademarks. Xx Xxxx’s use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own andXxxx Trademarks will not tarnish, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same asblur, or confusingly similar todilute the quality associated with Xxxx Trademark or the associated goodwill. Any benefits (including, any Ipsen Trademark without limitation, goodwill) accruing from Xx Xxxx’s use of Xxxx Trademarks will automatically vest in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductXxxx.

Trademarks. Nuvios (a) The License granted herein shall identify also authorize, but not obligate, ECC and select one or more trademarks its sublicensees to be used to registerutilize, distribute in connection with the marketing, distribution and promote Licensed Product in sale of the Territory Food Service Disposables and/or ALI-ITE-TM- Paper those trade names, trademarks, service marks, slogans and logo marks (collectively, “Nuvios collectively the "Trademarks” ") of EKI which are set forth and each individually a “Nuvios Trademark”)identified on attached Exhibit "E" and incorporated herein. Unless otherwise agreed between Any trademark independently developed by ECC will become its sole property. The parties hereto acknowledge and agree that the Parties, Ipsen shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which "EarthShell" is owned by, and is the same asexclusive property of, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may ECC. (b) To the extent an ECC sublicensee elects to use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen Trademarks on or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Productthe marketing, except that Ipsen or Teijin shall pay for all distribution, use and/or sale of the costs Food Service Disposables and/or ALI-ITE-TM- Paper, ECC shall require of its sublicensees that the specific placement, size, and expenses detail of Nuvios the Trademarks on the Food Service Disposable and/or ALI-ITE-TM- Paper must conform to such specifications as EKI may from time to time provide, but shall not be required to be placed on the Food Service Disposables and/or ALI-ITE-TM- Paper in such a size, placement, detail or configuration so as to impair the marketability of the Food Service Disposable and/or ALI-ITE-TM- Paper. In addition, on any Food Service Disposables and/or ALI-ITE-TM- Paper manufactured, marketed, distributed and sold by an ECC sublicensee and bearing any Trademark, ECC shall require its sublicensee to include the following legend: "This product is manufactured by _________________ under license from EarthShell Container Corporation." (c) In connection with any use of the Trademarks by ECC or a sublicensee, ECC shall not represent in any manner that it has any ownership interest therein and shall not challenge or impugn the ownership of the Trademarks. ECC acknowledges that use of the Trademarks shall not create in its own favor any right, title, or interest in or to the Trademarks, but that all uses of these marks by ECC shall inure to the benefit of EKI. ECC shall cooperate with EKI in the execution of any appropriate and necessary documents in connection with procuringthe registration of any Trademark. Upon termination of this Agreement, registering, maintaining ECC shall cease and enforcing Nuvios desist from use of the Trademarks in Japan. Ipsen shall identify and select one any way, including any word or more trademarks phrase that is similar to or likely to be used to register, distribute and promote confused with such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided thatmarks. However, in identifyingthe event of termination, selectingECC and its sublicensees shall have the right to sell at market price existing stock and inventory of manufactured Food Service Disposables and ALI-ITE-TM- Paper for a period of one hundred and eighty days and thereafter shall deliver to EKI or its duly authorized representative all materials upon which the Trademarks appear. (d) All Food Service Disposables produced pursuant to this Agreement bearing any Trademark shall be produced in compliance with the specifications and procedures set forth in the EKI Quality Standards Manual. ECC shall permit EKI to conduct periodic inspections/audits to ensure compliance with the EKI Quality Standards Manual. (e) Should any Food Service Disposable bearing any Trademark that is manufactured, registering and/or using sold or otherwise commercialized by ECC contain any material defect in its appearance or function, ECC shall cease any further manufacture, sale or other commercialization of such Ipsen TrademarkFood Service Disposable containing such material defect. Unless ECC corrects such defect within a reasonable time following its discovery by or disclosure to ECC, Ipsen complies with all ECC shall be in breach of the provisions of the first paragraph a material obligation of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductAgreement.

Trademarks. Nuvios 6.1 Distributor's use of the Proprietary Subject Matter shall identify inure exclusively to the benefit of Signatures and select one or more the Licensor for which such Proprietary Subject Matter relates and Distributor shall not acquire any rights therein. All ownership, copyrights, trademarks to be used to register, distribute and promote Licensed Product other rights in the Territory Proprietary Subject Matter, and in all artwork, packaging, copy, literary text, advertising material and promotion material of any sort utilizing the Proprietary Subject Matter, including all such material developed by Distributor, shall vest with Signatures and title thereof shall be in the name of Signatures or its designee. All such items and all Articles shall bear the copyright and trademark notices and any other legal notices which Signatures may from time to time prescribe. 125 6.2 Distributor recognizes the value of the goodwill associated with the Proprietary Subject Matter, and that the Proprietary Subject Matter has acquired secondary meaning in the mind of the public. Distributor agrees, during the T'erm and thereafter, never to contest the rights of any Licensor or Signatures in such Proprietary Subject Matter or the validity of the license herein granted to it. DISTRIBUTOR SHALL NOT AT ANY TIME APPLY FOR any registration of any copyright, trademark or other designation which would affect any Licensor's ownership of, or Signatures' rights to, the Proprietary Subject Matter nor file any document with any governmental authority to take any action which would affect any Licensor's ownership of, or Signatures' rights to, the Proprietary Subject Matter, or assist anyone else in doing so. Distributor further agrees that it shall not at any time use and/or authorize the use of any configuration, trademark, trade name or other designation confusingly similar to the Proprietary Subject Matter. 6.3 Distributor shall assist Signatures, at Signatures' request and expense, in the procurement and maintenance of each Licensor's and/or Signatures' rights in the Proprietary Subject Matter (collectively, “Nuvios Trademarks” including trademark and each individually a “Nuvios Trademark”copyright protection). Unless otherwise agreed between the PartiesIn connection therewith, Ipsen shall not avail itself Distributor shall, without limitation, execute and deliver to Signatures in such form as Signatures may reasonably request, all instruments necessary to (i) effectuate copyright and trademark protection, (ii) record Distributor as a registered user of any license on trademarks pursuant to this Agreement, or (iii) cancel any Nuvios Trademark, shall not register such registration. Signatures makes no warranty or use any Nuvios Trademark and shall not license, register or use any other representation that trademark or trade name which is copyright protection shall be secured in the same asProprietary Subject Matter. 6.4 Signatures and Distributor shall cooperate to ensure that third parties may not unlawfully infringe on or imitate the Proprietary Subject Matter or engage in any acts of unfair competition involving the Proprietary Subject Matter. Each party shall promptly notify the other of any such infringements, imitations, or confusingly similar toacts by third parties that comes to its attention. Signatures shall have the exclusive right, any Nuvios Trademark exercisable at its sole discretion, to institute in any countryits own name and/or Distributor's name and to control, except Japan where Ipsen or Teijin may use the Nuvios Trademark all actions against third parties relating to a Licensor's copyrights and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided trademarks in the next sentence). Nuvios shall own andProprietary Subject Matter, at its cost, Signatures' expense. Signatures shall be responsible for procuremententitled to receive and retain all amounts awarded, registrationif any, maintenance and enforcement of all Nuvios Trademarks used as damages, profits or registered otherwise in connection with such suits. If Signatures does not institute such an action, Distributor may initiate and prosecute any Licensed Productclaims or suits in its name and/or, except with Signatures' prior approval, in Signatures' name, to enjoin such infringement and to recover damages based thereon. Distributor shall keep Signatures informed of all material developments and events relating to such action. Signatures shall also have the right to participate in any action initiated by Distributor. No claim or action instituted by Distributor shall be settled without the approval of Signatures. In the event- that Ipsen any sums are recovered from prosecution 126 or Teijin settlement of a claim or suit initiated by Distributor, Distributor shall pay for all Signatures fifty percent (50%) of the recovery, after deduction of costs and expenses, including attorneys' fees. To the extent costs and expenses of Nuvios the prosecution or settlement of a claim or suit initiated by Distributor exceeds any recovery, or in connection with procuringthe event there is no recovery, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen then Distributor shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with bear all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productsuch expenses.

Trademarks. Nuvios SSG shall identify use its own name or trademarks in all dealings. It may not use any trademarks or tradenames or rights to use same belonging to Xxxxxxx and/or its subsidiaries or affiliates (other than SSG's) without Xxxxxxx'x prior written consent in each instance. To the extent Xxxxxxx gives such consent, SSG may use such trademarks and select one or more trademarks to "XXXXXXX" brand and product names and such other brand name(s) under which the products may hereinafter be used to register, distribute and promote Licensed Product marketed in the Territory United States or on the world wide web by Xxxxxxx and/or its subsidiaries or affiliates (other than SSG's) (collectively, “Nuvios Trademarks” the "Brand Names and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered Marks") only in connection with the performance of the SSG Services. Xxxxxxx may withdraw such consent at any Licensed Producttime. Thereafter, except that Ipsen as provided below, no advertising or Teijin shall pay for all other use of the costs Brand Names and expenses of Nuvios Marks may be made by SSG without Xxxxxxx'x prior written approval in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japaneach instance. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all All use of the provisions Brand Names and Marks and all goodwill associated therewith shall inure to the benefit of Xxxxxxx. SSG shall have no interest in or rights to the Brand Names or Marks or any of them nor shall SSG have or accrue any interest in or to the goodwill associated therewith. Upon expiration or earlier termination of this Agreement, SSG shall discontinue all use of the first paragraph Brand Names or Marks in advertising or otherwise, and shall remove all signs and displays relating thereto and shall return to the Xxxxxxx at Xxxxxxx'x expense, all signs, displays and other writings and materials relating thereto; provided, however, the foregoing does not apply to any advertising in the process of being printed or in inventory that also includes SSG's products (including, without limitation, catalogs). SSG is not and this Section 11.1 that are applicable Agreement does not constitute SSG as being a holder of a license or permitted to Ipsenuse the Brand Names or Marks nor shall this Agreement be deemed to make SSG a franchisee. Unless otherwise agreed between the Parties, Nuvios Xxxxxxx shall use its own name or trademarks in all dealings. It may not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register trademarks or tradenames or rights to use any same belonging to SSG and/or its subsidiaries or affiliates (other trademark or trade name which is than Xxxxxxx'x) without the same as, or confusingly similar to, any Ipsen Trademark SSG's prior written consent in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Producteach instance.

Trademarks. Nuvios shall identify Each Party (“Licensor”) hereby grants the other Party (“Licensee”) a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use its logos and select one or more trademarks (“Licensed Marks”) in accordance with Licensor’s branding guidelines (the “Guidelines”) solely to be used to register, distribute and promote Licensed Product in publicise the Territory (collectively, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed relationship between the Parties, Ipsen including on the Licensee’s websites and marketing materials. Licensor shall provide Licensee with usable versions of the Licensed Marks and its Guidelines promptly following the Commencement Date. Except as expressly allowed for herein, Licensee’s use of Licensor’s Licensed marks will be subject to the prior written approval of Licensor, unless otherwise permitted by law. All of Licensee’s uses of Licensor’s Licensed Marks, and all goodwill arising from such usage, will inure solely to the benefit of Licensor. Licensee will not use the Licensor’s Licensed Marks to imply the endorsement, sponsorship, or affiliation of Licensor, or to disparage Licensor or its products, services, and/or technologies. Licensee will (i) use the Licensor’s Licensed Marks solely in accordance with this Agreement, Licensor’s Guidelines, and any quality standards Licensor may provide from time to time; (ii) promptly correct any deficiencies in its use of the Licensor’s Licensed Marks xxxx receipt of written notice from the Licensor; and (iii) promptly cease using Licensor’s Licensed Marks if it fails to correct such deficiencies xxxx such notice. Licensee will cooperate with Licensor, and (on request) supply Licensor with specimens of any use that incorporate the Licensor’s Licensed Marks. Licensee’s rights under this Section 10.8 continue for the Term of this Agreement. On the termination or expiry of this Agreement, Licensee shall only be required to remove the Licensed Marks from its website(s) and marketing materials within a reasonable period xxxx receipt of notice from Licensor requiring such removal, but shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use event be required to destroy physical materials containing the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any relevant Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductMarks.

Trademarks. Nuvios shall identify and select one or more trademarks to be used to register[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, distribute and promote MARKED BY BRACKETS, 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. (a) The Licensed Product will be marketed in the European Territory under the Licensed Trademark, provided, however that (collectivelyi) if the Licensed Product is subject to a centralized Regulatory Approval process with the EMEA, “Nuvios Trademarks” the Licensed Product will be marketed in the European Territory under the Licensed Trademark if approved by the EMEA or any other trademark as determined jointly by the Parties and each individually a “Nuvios Trademark”). Unless otherwise agreed between approved by the PartiesEMEA and (ii) in specific countries of the European Territory where the use of the Licensed Trademark is not permitted by law or is not appropriate including for reasons relating to language or custom, Ipsen shall not avail itself of any license on any Nuvios Trademarkhave the possibility to use a different trademark, subject to GTx’s prior written approval which shall not register be unreasonably withheld or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence)delayed. Nuvios shall own and, at its cost, GTx shall be responsible for procurementsecuring and for maintaining registrations for the Licensed Trademark in the European Territory and shall use reasonable commercial efforts in that regard, registrationprovided, maintenance however, that GTx shall not be deemed to have breached this Agreement if it is unable to obtain registration of the Licensed Trademark in every country in the European Territory. In the event, despite its reasonable commercial efforts, GTx is unable to obtain or maintain registrations for the Licensed Trademark in some country(ies) in the European Territory, the Parties shall negotiate in good faith concerning the use of such other trademarks as may be available for marketing the Licensed Product in those countries. (b) GTx and Ipsen shall cooperate with each other and use reasonable efforts to protect the Licensed Trademark from infringement by Third Parties. Without limiting the foregoing, each Party shall promptly notify the other Party of any known, threatened or suspected infringement, imitation or unauthorized use of or unfair competition relating to the Licensed Trademark. GTx shall have the first right to determine in its discretion whether to and to what extent to institute, prosecute and/or defend any action or proceedings involving or affecting any rights relating to the Licensed Trademark. Upon GTx’s reasonable request, Ipsen shall cooperate with and assist GTx in any of GTx’s enforcement efforts with respect to the Licensed Trademark. GTx shall promptly inform Ipsen if GTx elects not to take action against any actual or suspected infringement of all Nuvios Trademarks used the Licensed Trademark, in which case, Ipsen shall then have the right, but not the obligation, to bring or registered assume control of any action against the allegedly infringing third party as Ipsen determines may be necessary, provided, however, that Ipsen shall not enter into any settlement or compromise of any claim relating to the Licensed Trademark without the prior written consent of GTx. In the event that Ipsen brings or assumes control of any such action, then GTx agrees to reasonably assist Ipsen in connection with any Licensed Producttherewith. In either case, except the Party that Ipsen initiated and prosecuted, or Teijin maintained the defense of the action shall pay for bear all of the costs and expenses of Nuvios (including reasonable attorneys’ fees) incurred in connection with procuringthe action and shall be entitled to recoup those amounts in the event of recovery, registering, maintaining and enforcing Nuvios Trademarks in Japanby settlement or otherwise. Ipsen The amount of any recovery remaining shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between shared equally by the Parties. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, Nuvios shall not avail itself of any license on any Ipsen TrademarkMARKED BY BRACKETS, shall not register or use any Ipsen Trademark and shall not licenseHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductAS AMENDED.

Trademarks. Nuvios shall identify and select one or more trademarks (A) Continue to be used use each Material Trademark, in order to register, distribute and promote Licensed Product maintain such Material Trademark in full force free from any claim of abandonment for non-use; (B) maintain as in the Territory past the quality of products and services offered under each Material Trademark; (collectively, “Nuvios Trademarks” and C) employ each individually a “Nuvios Trademark”). Unless otherwise agreed between Material Trademark with the Parties, Ipsen shall appropriate notice of registration; (D) not avail itself of any license on any Nuvios Trademark, shall not register adopt or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name xxxx which is confusingly similar or a colorable imitation of any Specified Trademark unless the same asAdministrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to this Agreement; and (E) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Material Trademark may become invalidated. (ii) Promptly notify the Administrative Agent if it knows, or confusingly similar tohas reason to know, that any application or registration relating to any Material Trademark may become abandoned or dedicated, or of any adverse determination or development (including, the institution of, or any such determination or development in, any Nuvios proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding the Debtor's ownership of any such Material Trademark or its right to register the same or to keep, except Japan where Ipsen or Teijin may maintain and use the Nuvios same. (iii) Whenever the Debtor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Material Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, the Debtor shall report such filing to the Administrative Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, the Debtor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent's and the Lenders' security interest in any Trademark and the goodwill and General Intangibles of the Debtor relating thereto or represented thereby. (iv) Take all reasonable and necessary steps, including, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application, to obtain the relevant registration and to maintain each registration of each Material Trademark, including filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly after learning thereof, notify the Administrative Agent and each Lender that any Material Trademark is infringed, misappropriated or diluted by a third party and then promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such eventinfringement, Nuvios misappropriation or dilution, or take such other actions as it shall grant reasonably deem appropriate license free of charge under the circumstances to Ipsen or Teijin protect such Material Trademark. (vi) Except for use of such Nuvios Trademark in Japan (except licenses to the extent provided third parties in the next sentence). Nuvios shall own andordinary course of business, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used not make any assignment or registered agreement in connection conflict with any Licensed Product, except that Ipsen or Teijin shall pay for all the Security Interest of the costs and expenses Administrative Agent in Collateral consisting of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Product.

Trademarks. Nuvios During the term of this Agreement, UAR shall identify have a non-exclusive, non-transferable right to indicate to the public that it is an authorized UAR of Autodesk's Software and select one Documentation as a component of the UAR Product and to advertise such Software and Documentation as a component of the UAR Product within the Territory under the Autodesk trademarks and slogans adopted by Autodesk from time to time ("Trademarks"). UAR shall include the Autodesk Trademarks in any literature, promotion or more trademarks advertising concerning the UAR Product. UAR shall not affix any Autodesk Trademark to products other than the UAR Product. UAR shall not contest, oppose or challenge Autodesk's ownership of the Trademarks. All representations of Autodesk Trademarks that UAR intends to use shall be exact copies of those used by Autodesk, or shall first be submitted to the appropriate Autodesk personnel for approval of design, color, and other details and such approval shall not be unreasonably withheld. If any of the Autodesk Trademarks are to be used to register, distribute and promote Licensed Product in the Territory (collectively, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall not avail itself of any license conjunction with another trademark on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except relation to the extent provided UAR Product, then the Autodesk Trademarks shall be presented equally legibly, equally prominently, but nevertheless separated from the other so that each appears to be a trademark in its own right, distinct from the next sentence)other mark. Nuvios Xxfective upon the termination of this Agreement, UAR shall own andcease to use all Autodesk Trademarks. PROPRIETARY RIGHTS INDEMNITY. Autodesk shall defend, at its costexpense, any action brought against UAR which alleges that the Software or Documentation infringes a United States copyright or patent, provided that UAR promptly notifies Autodesk in writing of any claim, gives Autodesk sole control of the defense and settlement thereof, and provides all reasonable assistance in connection therewith. If the Software and Documentation is finally adjudged to so infringe, Autodesk shall, at its option, (a) procure for UAR the right to continue using the Software and Documentation as a component of the UAR Product; (b) modify or replace the Software and Documentation so there is no infringement; or (c) accept return of the copies of the Documentation in UAR's inventory and refund the purchase price. Autodesk shall be responsible have no liability regarding any claim arising out of the use of the Software and Documentation in combination with other products, including the UAR Product, if the infringement would not occur but for procurementsuch combination. THE FOREGOING STATES UAR'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO CLAIMS OF INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS OF ANY KIND. UAR shall defend, registrationat its expense, maintenance and enforcement of any action brought against Autodesk for any claim which alleges the UAR Product infringes a United States copyright or patent. Autodesk shall provide all Nuvios Trademarks used or registered reasonable assistance in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japanclaim therewith. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductTERM AND TERMINATION.

Trademarks. Nuvios A. The Products shall identify be delivered with the trademark “RBC Life Sciences” or “RBC” affixed thereto. TheDistributor acknowledges that RBC, a corporation incorporated under the laws of the State of Nevada, USA, is to its knowledge the owner of certain trademarks and select one trade names, including, but not limited to, “RBC Life Sciences”, “Pure Life”, and “Royal Botanica”. RBC will promptly register, or more trademarks to be used authorize the Distributor to register, distribute under RBC’s name, the “RBC Life Sciences” trademark and promote Licensed Product trade name in the Territory (collectivelyat RBC’s sole cost and expense. In addition, at RBC’s sole discretion, RBC agrees to register, or authorize the Distributor to register, under RBC’s name, such other RBC trademarks and trade names in the Territory at RBC’s sole cost and expense as Distributor may reasonably request. RBC shall promptly reimburse any registration expenses incurred by the Distributor on RBC’s behalf to the Distributor upon submission of the Distributor’s receipts or other evidence of payment of such expenses. The Distributor further acknowledges that its only right with respect to the trademark and trade name “Nuvios Trademarks” RBC Life Sciences”, or any other RBC trademark and/or trade name, is to sell and each individually a “Nuvios Trademark”)promote the Products bearing such trademark(s) and trade name(s) in the Territory. Unless otherwise agreed between the Parties, Ipsen shall not avail itself of any license on any Nuvios Trademark, The Distributor shall not register any RBC trademarks and/or trade names in its own name. The Distributor is authorized to use the name “RBC Life Sciences” or use any Nuvios Trademark and shall not license“RBC” as the Distributor sees fit, register or use any other trademark as a corporate name or trade name which is name. Distributor’s right to use RBC trademarks and trade names shall terminate upon the same as, termination or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free expiration of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of this Agreement. B. Notwithstanding the provisions of the first paragraph preceding paragraph, the Distributor agrees to transfer, or cause tobe transferred, the ownership of any RBC trademark and/or trade name that is owned in the Territory by any party other than RBC as of the date of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductAgreement.

Trademarks. Nuvios (a) Each Party and its Affiliates shall identify retain all right, title and select interest in and to its and their respective corporate names and logos. (b) The Parties shall develop and propose, and the JSC shall consider and approve, one or more trademarks to Product Trademark(s) for use throughout the Territory (“Global Trademarks”). The Product shall be promoted and sold, in accordance with the provisions of this Agreement, in the Fovea Territory under a Global Trademark unless such Global Trademark cannot be legally used to register, distribute promote and promote Licensed sell the Product in the Territory Fovea Territory, in which case an alternative Product Trademark proposed by Fovea and approved by Dyax (collectively, “Nuvios Trademarks” and each individually which approval shall not be unreasonably withheld or delayed) (a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Fovea Trademark”), provided thatshall be used in the Fovea Territory. The Product shall be promoted and sold, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies accordance with all of the provisions of this Agreement, in the first paragraph of this Section 11.1 that are Dyax Territory using the Global Trademark. Any and all Global Trademarks and Fovea Trademark(s) shall be different from the trademark(s) and servicemark(s) used by Dyax or its Affiliates or sublicensees to promote and sell products containing the Compound other than the Product in or outside the Territory. Dyax (or its local Affiliates, as appropriate) shall own all rights to Global Trademarks, and all goodwill associated therewith throughout the Territory and Fovea shall own all rights to Fovea Trademarks and associated goodwill in the Fovea Territory. Dyax shall also own rights to any Internet domain names incorporating the applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same asGlobal Trademarks, or confusingly similar toany variation or part of such Global Trademarks, as its URL address or any Ipsen Trademark part of such address; and Fovea shall also own rights to any Internet domain names incorporating the applicable Fovea Trademarks or any variation or part of such Fovea Trademarks as its URL address or any part of such address. (c) If Global Trademarks are used by Fovea to promote and sell the Product in Francethe Fovea Territory, then the following provisions shall apply: Dyax shall grant Fovea an exclusive license (including the right to grant sublicenses) to use the Global Trademarks to Commercialize the Product in the Fovea Territory. Ipsen shall own and, at its cost, Fovea agrees that the quality of the Product and the Manufacture and Commercialization thereof shall be responsible for procurementconsistent with customary standards of quality in the biopharmaceuticals industry. In addition, maintenance Fovea shall comply strictly with Dyax’s trademark style and enforcement of all Ipsen Trademarks used or registered in connection usage standards that Dyax communicates to Fovea from time to time with any Licensed Productrespect to the Global * Confidential Treatment Requested. Omitted portions filed with the Commission.

Trademarks. Nuvios 7.1 Master Franchisee acknowledges and agrees that Power Smoothie owns all right, title, and interest to the Trademarks, and to all applications, registrations, and other filings or notices which may be made with respect thereto in any jurisdiction. 7.2 Master Franchisee shall identify and select one not do or more trademarks permit any act or thing to be used done in derogation of any of the rights of Power Smoothie in connection with the Trademarks, either during the term of this Agreement or after, and Master Franchisee shall use the Trademarks only for the uses and in the manner licensed or franchised or both under, and as provided in, this Agreement. 7.3 During or after the term of this Agreement, Master Franchisee agrees that it shall not in any way dispute or impugn the validity of the Trademarks, or the rights of Power Smoothie to registerthem, distribute or the rights of Power Smoothie or other franchisees of Power Smoothie to use them. 7.4 Upon the termination of this Agreement for any reason, Master Franchisee shall forthwith deliver and promote Licensed Product surrender up to Power Smoothie each and all of the Trademarks, and any physical objects bearing or containing any of the Trademarks. Alternatively, at Power Smoothie’s election, Master Franchisee shall obliterate or destroy any Trademarks in Master Franchisee’s possession. 7.5 If Master Franchisee is a corporation, it shall not use any of the Trademarks or Power Smoothie’s trade name, or any words or symbols that are confusingly similar to them, in whole or in part, in Master Franchisee’s corporate name without Power Smoothie’s prior written consent, which consent may be withheld in Power Smoothie’s sole and absolute discretion. In particular, Master Franchisee shall not use the words “Power Smoothie Café™”, or any variant, as part of Master Franchisee’s corporate name without first obtaining Power Smoothie’s express written consent. 7.6 If Master Franchisee is required to do so by any statute or ordinance, Master Franchisee shall promptly, upon the execution of this Agreement, file with applicable government agencies or offices, a notice of Master Franchisee’s intent to conduct Master Franchisee’s business under the name “Power Smoothie Café™”. Promptly upon the termination of this Agreement for any reason whatsoever Master Franchisee shall execute and file such documents as may be necessary to revoke or terminate such assumed name registration, and if Master Franchisee fails to promptly execute and file such documents as may be necessary to effectively revoke and terminate such assumed name registration, Master Franchisee hereby irrevocably appoints Power Smoothie as Master Franchisee’s attorney-in-fact to do so for and on the behalf of Master Franchisee. 7.7 Master Franchisee acknowledges that substantial confusion will exist among the public if, after the termination of this Agreement, Master Franchisee continues to use the telephone number(s) listed in any telephone directory under the name “Power Smoothie Café™”, or some other name confusingly similar thereto. Accordingly, effective upon the expiration or termination of this Agreement for any reason whatsoever, Master Franchisee shall direct the telephone company servicing Master Franchisee to disconnect the telephone number listed under the Power Smoothie name in the then-current telephone directory, or transfer such number to Power Power Smoothie Café Franchising, Inc. Smoothie or to such person and location as Power Smoothie directs. If Master Franchisee fails to promptly so direct the telephone company in accordance with Power Smoothie’s instructions, Master Franchisee hereby irrevocably appoints Power Smoothie as attorney-in-fact to direct the telephone company to make such transfer. Master Franchisee understands and agrees that notwithstanding any billing arrangements with any telephone company or yellow pages directory company, Power Smoothie shall be deemed for purposes hereof to be the subscriber of such telephone numbers, with full authority to instruct the applicable telephone or yellow pages directory company as to the use and disposition of telephone listings and numbers. Master Franchisee hereby agrees to release, indemnify and hold such companies harmless from any damages or loss on account of following Power Smoothie’s instructions. 7.8 From time to time, in the Manuals, or in directives or bulletins supplemental to them, Power Smoothie may change, improve or modify the Trademarks. Master Franchisee shall accept, use, and display, as may be applicable, such modified Trademarks in accordance with the procedures, policies, rules and regulations contained in the Manuals and within the timeframe specified by Power Smoothie, as though they were specifically set forth in this Agreement. 7.9 Power Smoothie and the Master Franchisee agree that in the event that the Master Franchisee or any of its Subfranchisees shall be enjoined, restrained, or otherwise prevented from operating under the Power Smoothie name or the Trademarks or associated logos in the Territory (collectivelyas a result of a binding order entered by any court of competent jurisdiction, “Nuvios the Master Franchisee and/or its Subfranchisees will promptly remove all signs, logos, property, displays, or other indicia of the Trademarks” . Master Franchisee shall hold Power Smoothie harmless from any claims by the Master Franchisee or its Subfranchisees with respect thereto. 7.10 If Master Franchisee receives notice or is informed or learns that any third party, which Master Franchisee believes to be unauthorized to use the Trademarks, is using the Trademarks or any variant of them, Master Franchisee shall promptly notify Power Smoothie of the facts relating to such alleged infringing use. Thereupon, Power Smoothie, in its sole and each individually a “Nuvios Trademark”)absolute discretion, shall determine whether it wishes to take any action against such third person on account of such alleged infringement. Unless otherwise agreed Master Franchisee shall have no right to make any demand against any such alleged infringer or to prosecute any claim of any kind or nature whatsoever against such alleged infringer for or on account of such infringement. 7.11 Master Franchisee has no right, title or interest in or to any of the Trademarks, except as granted to it in this Agreement or any subsequent franchise agreement between the Partiesparties. Master Franchisee acknowledges that Master Franchisee now asserts no claim and later shall assert no claim to any goodwill, Ipsen shall not avail itself reputation or ownership of any license on any Nuvios Trademark, shall not register the Trademarks by virtue of Master Franchisee’s licensed or franchised use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same asboth of them, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productotherwise.

Trademarks. Nuvios Section 1. LICENSOR hereby grants to LICENSEE for the term of this ----------- Agreement, a non-exclusive license to affix or have affixed to the LICENSED TRADEMARK to LICENSED PRODUCTS manufactured for sale or for use worldwide, provided, however, that should LICENSEE intend to affix the LICENSED TRADEMARK to the LICENSED PRODUCTS in any location or in any manner other than as already approved by LICENSOR, LICENSEE shall identify and select one submit an example of such use to LICENSOR for LICENSOR's approval, which approval shall not be unreasonably withheld. Section 2. The benefit of this Agreement shall be personal to LICENSEE who ----------- shall not, without the prior written consent of LICENSOR, which consent shall not be unreasonably withheld, assign the same or more trademarks any part with any of its rights of obligations hereunder. No rights are granted hereby to LICENSEE to grant franchises or sublicenses with respect to the LICENSED TRADEMARK. Section 3. LICENSEE shall submit to LICENSOR for prior approval samples of ----------- all advertising or promotional material, packaging, or such other materials on which the LICENSED TRADEMARK appear, or are intended to be used in relation to registerthe LICESED PRODUCTS, distribute and promote Licensed Product LICENSEE agrees to make any requested changes to the satisfaction of LICENSOR on such packaging, advertisements, and any other materials bearing the LICENSED TRADEMARK. Once such approval has been given or waived by LICENSOR, further approval of the same subject matter need not be obtained for future or repeated use, except upon the request of LICENSOR in the Territory (collectivelyevent LICENSOR adopts a material change in the any of the LICENSED TRADEMARK as used in its business, “Nuvios Trademarks” but all such material shall be consistent with the maintenance of the excellent reputation of LICENSOR. Section 4. LICENSOR represents that it is the exclusive owner of the ----------- LICENSED TRADEMARK. All use of the LICENSED TRADEMARK, or any of them, by LICENSEE shall be for the benefit of and each individually on behalf of LICENSOR, no rights are assigned with respect to the LICENSED TRADEMARK, or any of them, except for the right to use the LICENSED TRADEMARK pursuant to the Agreement; and neither LICENSEE not its employees shall be a “Nuvios Trademark”). Unless otherwise agreed between party to any application to register the PartiesLICENSED TRADEMARK, Ipsen or any of them, or any translation or imitation thereof, LICENSEE shall not avail itself knowingly commit, cause, or be a party to any act inconsistent with the preservation of the rights LICENSOR in and to the LICENSED TRADEMARK. Section 5. At the request of LICENSOR at LICENSOR's expense, LICENSEE shall ----------- (a) furnish proof of use of the LICENSED TRADEMARK in any country in which it is used by LICENSEE, and (b) execute any papers or documents necessary to protect the rights of LICENSOR and such documents as may be reasonably required to support such activity. LICENSOR shall bear the cost of any license on registration or renewal of its proprietary rights in the LICENSED TRADEMARK, or any Nuvios Trademarkof them. Section 6. LICENSEE shall affix any notices, such as patent numbers, etc., ----------- as may be reasonably required by LICENSOR to any LICENSED PRODUCTS manufactured under this Agreement. Such notices shall not register or use any Nuvios Trademark and shall not license, register or use be affixed at a reasonably visible location in the manner required by LICENSOR along with any other trademark notices which may be required by the local law in which the LICENSED PRODUCTS are manufactured or trade name sold. Section 7. LICENSEE shall advise LICENSOR promptly upon becoming aware of ----------- activity by any unlicensed third party which is constitutes infringement of any of the same as, or confusingly similar to, LICENSED TRADEMARK licensed hereunder. LICENSOR reserves the exclusive right to decide whether to institute a lawsuit and to assume full control over the proceedings thereof. Section 8. The quality of all LICENSED PRODUCTS produced and sold under any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use ----------- of the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in the next sentence). Nuvios shall own and, at its costLICENSED TRADEMARK, shall be responsible reasonably maintained by the LISENSEE to the satisfaction of LICENSOR. LICENSEE will not use any of the LICENSED TRADEMARK on any other product until it has received the approval of such use from LICENSOR, which approval shall not be unreasonably withheld. Section 9. Upon request of LICENSOR and with reasonable notice, LICENSEE ----------- shall provide, during the initial approval process and at subsequent intervals, the opportunity for procurementa representative of LICENSOR to conduct inspections of the manufacturing and storage operations of LICENSEE during normal business hours with respect to any LICENSED PRODUCTS, registrationfor the purposed of verifying that the nature and quality thereof and the use of the LICENSED TRADEMARK are in compliance with the requirements of this Agreement. At the request of LICENSOR, maintenance LICENSEE will supply for inspection of LICENSOR, or its authorized representative, regular production samples of each model of product type of LICENSED PRODUCTS (upon which any of the LICENSED TRADEMARK is used) or other evidence showing the quality of the products provided by LICENSEE. In the event the nature or quality of the LICENSED PRODUCTS or the use of any of the LICENSED TRADEMARK is not in compliance with the requirements of this Agreement, and enforcement if after reasonable notice to LICENSEE of all Nuvios Trademarks used or registered at least 60 days, specifying the nature of the deficiency and setting forth LICENSOR's recommendations as to how to remedy such deficiency, the deficiency has not been corrected so as to comply with the requirements of this Agreement, LICENSOR upon thirty (30) days notice may at its sole discretion suspend the license to use the LICENSED TRADEMARK in connection with any Licensed Productthe LICENSED PRODUCTS in question until the deficiency has been corrected. Section 10. LICENSEE shall indemnify and hold LICENSOR harmless against all ------------ claims, except that Ipsen suits, costs, damages and judgements incurred, claimed or Teijin shall pay sustained by third parties, whether for all personal injury or otherwise, arising out of the costs and expenses manufacture or sale of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one products or more trademarks to be used to register, distribute and promote such Licensed Product services under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductLICENSED TRADEMARK.

Trademarks. Nuvios (a) Subject to Section 9.4(c) below, Terns shall identify Commercialize the Licensed Products in the Field in the Terns Territory under any trademark owned or Controlled by Terns (the “Terns Product Xxxx”); provided that, prior to finalizing any Terns Product Xxxx, Terns shall provide Genfit with such proposed trademark and select one related trade dress and shall reasonably consider in good faith Genfit’s comments with respect thereto. Terns shall, and shall cause its Affiliates and Sublicensees to, use the Terns Product Xxxx solely in connection with the Development, Manufacturing, and Commercialization of the Licensed Products in the Field in the Terns Territory. Terns shall own all rights in the Terns Product Xxxx, and all goodwill in the Terns Product Xxxx shall accrue to Terns. Terns shall register and maintain, at Terns’ cost and expense, the Terns Product Marks in the Terns Territory. (b) Subject to Section 9.4(c) below, Terns shall have the right to brand the Licensed Products in the Field in the Terns Territory with those trademarks of Terns that are associated with Terns’ name or more identity (“Terns Housemarks”). Terns shall own all rights in the Terns Housemarks, and all goodwill in the Terns Housemarks shall accrue to Terns. (c) In connection with Terns’ use of any Terns Product Xxxx or Terns Housemark, subject to Section 9.6(d), Terns shall not, and shall cause its Affiliates and their respective Sublicensees to not: (i) make any use of trademarks that are confusingly similar to be used any trademarks or housemarks of Genfit or its Affiliates (including the corporate name of Genfit or any of its Affiliates), without the prior written consent of Genfit; or (ii) use any trademarks, other than the Terns Product Marks and the Terns Housemarks, in connection with the Commercialization of Licensed Products in the Field in the Terns Territory, without the prior written consent of Genfit. (d) Notwithstanding anything to registerthe contrary, distribute to the extent required by applicable Laws, (i) Terns may include Genfit’s name and promote corporate logo on the Licensed Product label, packaging, promotional/marketing materials to indicate that the Licensed Product is in-licensed from Genfit, and shall display Genfit’s name and corporate logo with equal prominence and comparable size, resolution, print quality, and location, as instructed by Genfit from time to time, as Terns’ name and corporate logo is displayed, and (ii) Genfit hereby grants to Terns a non-exclusive, fully paid-up, royalty free, sublicensable license to use Genfit’s name and corporate logo for the Commercialization of the Licensed Product in the Territory (collectivelyTerns Territory, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall not avail itself of any license on any Nuvios Trademark, shall not register or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Nuvios Trademark in any country, except Japan where Ipsen or Teijin may use the Nuvios Trademark and in such event, Nuvios shall grant appropriate license free of charge to Ipsen or Teijin for use of such Nuvios Trademark in Japan (except to the extent provided in consistent with the next sentence). Nuvios shall own and, at its cost, shall be responsible for procurement, registration, maintenance and enforcement of all Nuvios Trademarks used or registered in connection with any Licensed Product, except that Ipsen or Teijin shall pay for all of the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided that, in identifying, selecting, registering and/or using any such Ipsen Trademark, Ipsen complies with all of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself of any license on any Ipsen Trademark, shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is the same as, or confusingly similar to, any Ipsen Trademark in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed Productforegoing.

Trademarks. Nuvios shall identify (i) The Grantor will, with respect to each Product Trademark identified in Exhibit B hereto as it may be amended, supplemented or otherwise modified from time to time, take reasonable steps to monitor its portfolio of trademarks, and select one for each Product Trademark set forth on Exhibit B, the Grantor will (i) continue to use or more trademarks have used such Product Trademark to be used the extent necessary to registermaintain such Product Trademark in full force free from any claim of abandonment for non-use, distribute and promote Licensed Product (ii) maintain as in the Territory past the quality of products and services offered under such Product Trademark to the extent appropriate, (collectivelyiii) employ such Product Trademark with the appropriate notice of registration, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall (iv) not avail itself of any license on any Nuvios Trademark, shall not register adopt or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name xxxx which is confusingly similar or a colorable imitation of such Product Trademark unless the same asSecured Parties shall obtain a perfected Security Interest in the Company’s interest in such xxxx pursuant to this Patent and Trademark Security Agreement, and (v) not do any act or knowingly omit to do any act whereby any such Product Trademark may become invalidated, abandoned, rendered unenforceable or otherwise diminish Grantor’s rights therein. (ii) The Grantor will promptly notify the Secured Parties if any application or registration relating to any Product Trademark may become opposed, abandoned, canceled or dedicated to the public, or confusingly similar toof any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any Nuvios proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding the validity, except Japan where Ipsen enforceability or Teijin may use the Nuvios Trademark and Grantor’s ownership interest in such eventProduct Trademark; or its right to register the same or to keep and maintain the same. (iii) The Grantor will, Nuvios at Grantor’s expense, with respect to any Product Trademark or Product Trademark Application that is registered or for which an application for registration is filed after the date hereof, promptly (i) take all actions necessary so that the Secured Parties shall grant appropriate license free obtain a perfected Security Interest in such Product Trademark or Product Trademark Application and (ii) provide to the Secured Parties an updated version of charge Exhibit B listing all registered Product Trademarks and Product Trademark Applications in which the Grantor has an interest. With respect to Ipsen this paragraph 4(j)(iii), an Event of Default is continuing if after a period of 30 days following the mailing of the Certificate of Registration or Teijin 30 days following receipt of a filing receipt that identifies the serial number thereof, Grantor has not provided notice thereof to the Secured Parties. (iv) Upon request of the Secured Parties, the Grantor shall execute and deliver any and all agreements, instruments, documents, and papers as the Secured Parties may request to evidence the Secured Parties’ Security Interest in any Product Trademark set forth on Exhibit B and the goodwill and general intangibles of the Grantor relating thereto or represented thereby, and the Grantor hereby constitutes the Secured Parties their attorney-in-fact to execute and file all such writings for use the foregoing purposes, all acts of such Nuvios attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable until the Grantor shall have paid and performed in full all of its obligations under the Convertible Notes. (v) The Grantor will, at Grantor’s expense, take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark in Japan Office to maintain and pursue each Product Trademark Application (except and to obtain the extent provided relevant registration) and to maintain the registration of the Product Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) In the event that Grantor believes that any Product Trademark included in the next sentence). Nuvios Collateral has been infringed, misappropriated or diluted by a third party, the Grant shall, within 10 days of forming such belief, send a written notice to such third party demanding that they cease such infringement, misappropriation or dilution, and the Grantor shall own notify the Secured Parties and, if appropriate in Grantor’s sole discretion, at its costown expense, shall be responsible xxx for procurementinfringement, registrationmisappropriation or dilution, maintenance seeking injunctive relief where appropriate and enforcement of to recover any and all Nuvios Trademarks used damages for such infringement, misappropriation or registered in connection with any Licensed Productdilution, except that Ipsen or Teijin shall pay for all of take such other action as the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided thatGrantor reasonably, in identifyingits sole discretion, selectingdeems appropriate under the circumstances to protect such Trademark. With respect to this paragraph, registering and/or using any such Ipsen Trademark, Ipsen complies with all an Event of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself Default is continuing if a copy of any license on any Ipsen Trademarkwritten notice of infringement, misappropriation or dilution is not been provided to the Secured Parties within 20 days following the date such communication was supposed to have been provided to the infringing party. In the event Grantor declines to pursue infringement claims, the Secured Parties shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is have the same as, or confusingly similar to, any Ipsen Trademark right to pursue such claims pursuant to the powers granted in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductSection 6 hereof.

Trademarks. Nuvios shall identify (i) The Grantor will, with respect to each Product Trademark identified in Exhibit B hereto as it may be amended, supplemented or otherwise modified from time to time, take reasonable steps to monitor its portfolio of trademarks, and select one for each Product Trademark set forth on Exhibit B, the Grantor will (i) continue to use or more trademarks have used such Product Trademark to be used the extent necessary to registermaintain such Product Trademark in full force free from any claim of abandonment for non-use, distribute and promote Licensed Product (ii) maintain as in the Territory past the quality of products and services offered under such Product Trademark to the extent appropriate, (collectivelyiii) employ such Product Trademark with the appropriate notice of registration, “Nuvios Trademarks” and each individually a “Nuvios Trademark”). Unless otherwise agreed between the Parties, Ipsen shall (iv) not avail itself of any license on any Nuvios Trademark, shall not register adopt or use any Nuvios Trademark and shall not license, register or use any other trademark or trade name xxxx which is confusingly similar or a colorable imitation of such Product Trademark unless the same asSecured Parties shall obtain a first priority perfected Security Interest in the Company’s interest in such xxxx pursuant to this Patent and Trademark Security Agreement, and (v) not do any act or knowingly omit to do any act whereby any such Product Trademark may become invalidated, abandoned, rendered unenforceable or otherwise diminish Grantor’s rights therein. (ii) The Grantor will promptly notify the Secured Parties if any application or registration relating to any Product Trademark may become opposed, abandoned, canceled or dedicated to the public, or confusingly similar toof any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any Nuvios proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding the validity, except Japan where Ipsen enforceability or Teijin may use the Nuvios Trademark and Grantor’s ownership interest in such eventProduct Trademark; or its right to register the same or to keep and maintain the same. (iii) The Grantor will, Nuvios at Grantor’s expense, with respect to any Product Trademark or Product Trademark Application that is registered or for which an application for registration is filed after the date hereof, promptly (i) take all actions necessary so that the Secured Parties shall grant appropriate license free obtain a perfected Security Interest in such Product Trademark or Product Trademark Application and (ii) provide to the Secured Parties an updated version of charge Exhibit B listing all registered Product Trademarks and Product Trademark Applications in which the Grantor has an interest. With respect to Ipsen this paragraph 4(j)(iii), an Event of Default is continuing if after a period of 30 days following the mailing of the Certificate of Registration or Teijin 30 days following receipt of a filing receipt that identifies the serial number thereof, Grantor has not provided notice thereof to the Secured Parties. (iv) Upon request of the Secured Parties, the Grantor shall execute and deliver any and all agreements, instruments, documents, and papers as the Secured Parties may request to evidence the Secured Parties’ Security Interest in any Product Trademark set forth on Exhibit B and the goodwill and general intangibles of the Grantor relating thereto or represented thereby, and the Grantor hereby constitutes the Secured Parties their attorney-in-fact to execute and file all such writings for use the foregoing purposes, all acts of such Nuvios attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable until the Grantor shall have paid and performed in full all of its obligations under the Going Forward Agreement. (v) The Grantor will, at Grantor’s expense, take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark in Japan Office to maintain and pursue each Product Trademark Application (except and to obtain the extent provided relevant registration) and to maintain the registration of the Product Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) In the event that Grantor believes that any Product Trademark included in the next sentence). Nuvios Collateral has been infringed, misappropriated or diluted by a third party, the Grant shall, within 10 days of forming such belief, send a written notice to such third party demanding that they cease such infringement, misappropriation or dilution, and the Grantor shall own notify the Secured Parties and, if appropriate in Grantor’s sole discretion, at its costown expense, shall be responsible xxx for procurementinfringement, registrationmisappropriation or dilution, maintenance seeking injunctive relief where appropriate and enforcement of to recover any and all Nuvios Trademarks used damages for such infringement, misappropriation or registered in connection with any Licensed Productdilution, except that Ipsen or Teijin shall pay for all of take such other action as the costs and expenses of Nuvios in connection with procuring, registering, maintaining and enforcing Nuvios Trademarks in Japan. Ipsen shall identify and select one or more trademarks to be used to register, distribute and promote such Licensed Product under Ipsen Regulatory Approvals in France (collectively, “Ipsen Trademarks” and each individually an “Ipsen Trademark”), provided thatGrantor reasonably, in identifyingits sole discretion, selectingdeems appropriate under the circumstances to protect such Trademark. With respect to this paragraph, registering and/or using any such Ipsen Trademark, Ipsen complies with all an Event of the provisions of the first paragraph of this Section 11.1 that are applicable to Ipsen. Unless otherwise agreed between the Parties, Nuvios shall not avail itself Default is continuing if a copy of any license on any Ipsen Trademarkwritten notice of infringement, misappropriation or dilution is not been provided to the Secured Parties within 20 days following the date such communication was supposed to have been provided to the infringing party. In the event Grantor declines to pursue infringement claims, the Secured Parties shall not register or use any Ipsen Trademark and shall not license, register or use any other trademark or trade name which is have the same as, or confusingly similar to, any Ipsen Trademark right to pursue such claims pursuant to the powers granted in France. Ipsen shall own and, at its cost, shall be responsible for procurement, maintenance and enforcement of all Ipsen Trademarks used or registered in connection with any Licensed ProductSection 6 hereof.