Common use of Trademarks Clause in Contracts

Trademarks. No rights in any Pfizer Trademarks are granted to Licensee under this Agreement, and Licensee shall not appropriate or otherwise use, register to use or register any Pfizer Trademarks in connection with the Licensed Product in the Territory, including without limitation in connection with the sale, distribution, promotion, or marketing of the Licensed Product. A complete description of any trademark proposed to be used or registered by Licensee in connection with the sale of the Licensed Product in the Territory shall be submitted to MPP for Pfizer’s written approval prior to use or filing an application to register such trademark. MPP shall promptly review such request and refer it to Pfizer. Licensee shall provide any additional information required by MPP in relation to such request. The response to Licensee for any request for approval shall be given within thirty (30) days of receipt by Pfizer from MPP of all relevant documentation necessary to consider Licensee’s request. Such approval may be withheld if the subject trademark is determined by Pfizer, in its sole discretion, to be identical to or confusingly similar to any Pfizer Trademark; provided, however, that any such approval shall not waive any rights of Pfizer or its Affiliates with respect to the Pfizer Trademarks. Notwithstanding the foregoing, in reviewing and/or granting approval to Licensee for use of any trademark in connection with the sale of any Licensed Product, Licensee acknowledges and agrees that Pfizer shall have no obligation to assess the availability or validity of, or the ability of the Licensee to use, the proposed trademark or whether the proposed trademark is the same or is similar to any trademark proposed to be used by and/or approved by Pfizer for use by any other MPP Licensee in connection with the Compound or any Product or Licensed Product and Pfizer shall have no liability to Licensee where Licensee seeks to register or uses any trademark, logo or trade dress that is the same or similar to a that used by another MPP Licensee. In addition to the foregoing, for the avoidance of doubt, Licensee agrees that it shall not: (a) register, apply to register or, in connection with the sale of any Licensed Product, use any trademark, logo or trade name which is identical to or confusingly similar (as Pfizer shall determine in its sole discretion) to any Pfizer Trademark; (b) use trade dress, packaging (both internal and external), or labeling which is the same as or similar to (as Pfizer shall determine in its sole discretion) that of Pfizer or any Affiliate of Pfizer in connection with the sale of any Licensed Product; or (c) give the impression to the public, to physicians or to the trade that the Licensed Product is manufactured by or in any way connected with Pfizer or any of its Affiliates.

Trademarks. 3A.1 No rights in any Pfizer MSD Trademarks are granted to Licensee under this Agreement, and Licensee shall not appropriate or otherwise use, register to use or register any Pfizer MSD Trademarks in connection with the Licensed Product in the Territory, including without limitation in connection with the sale, distribution, promotion, or marketing of the Licensed Product. A complete description of any trademark proposed to be used or registered by Licensee in connection with the sale of the Licensed Product in the Territory shall be submitted to MPP for PfizerMSD’s written approval prior to use or filing an application to register such trademark. MPP shall promptly review such request and refer it to PfizerMSD. The Licensee shall provide any additional information required by MPP in relation to such request. The response to the Licensee for any request for approval shall be given within thirty (30) 30 days of receipt by Pfizer MSD from MPP of all relevant documentation necessary to consider the Licensee’s request. Such approval may be withheld if the subject trademark is determined by PfizerMSD, in its sole discretion, to be identical to or confusingly similar to any Pfizer MSD Trademark; provided, however, that however any such approval shall not waive any rights of Pfizer or its Affiliates with respect to the Pfizer MSD Trademarks. Notwithstanding the foregoing, in reviewing and/or granting approval to Licensee for use of any trademark in connection with the sale of any Licensed Product, Licensee acknowledges and agrees that Pfizer shall have no obligation to assess the availability or validity of, or the ability of the Licensee to use, the proposed trademark or whether the proposed trademark is the same or is similar to any trademark proposed to be used by and/or approved by Pfizer for use by any other MPP Licensee in connection with the Compound or any Product or Licensed Product and Pfizer shall have no liability to Licensee where Licensee seeks to register or uses any trademark, logo or trade dress that is the same or similar to a that used by another MPP Licensee. . 3A.2 In addition to the foregoing, for the avoidance of doubt, Licensee agrees that it shall not: (ai) register, apply to register or, in connection with the sale of any Licensed Product, use any trademark, logo trademark or trade name which is identical to or confusingly similar (as Pfizer MSD shall determine in its sole discretion) to any Pfizer MSD Trademark; (bii) use trade dress, packaging (both internal and external), or labeling which is the same as or similar to (as Pfizer MSD shall determine in its sole discretion) that of Pfizer MSD or any Affiliate of Pfizer MSD in connection with the sale of any Licensed Product; or and (ciii) give the impression to the public, to physicians or to the trade that the Licensed Product is manufactured by or in any way connected with Pfizer MSD or any of its Affiliates.

Trademarks. 11.1 No rights in any Pfizer Novartis Trademarks or Novartis Trade Dress are granted to Licensee under this Agreement, and . (A) Licensee shall not appropriate or otherwise use, register to use or register any Pfizer Novartis Trademarks or Novartis Trade Dress in connection with the Licensed Product Products anywhere in the Territoryworld, including without limitation in connection with the sale, distribution, promotion, or marketing of the Licensed Product. Products. (B) A complete description of any trademark or trade dress proposed to be used or registered by Licensee in connection with the sale of the Licensed Product in the Territory shall be submitted to MPP for PfizerNovartis’s written approval prior to use or filing an application to register such trademark. MPP shall promptly review such request and refer it to Pfizer. Novartis. (C) Licensee shall provide any additional information required by MPP in relation to such request. The response to Licensee for any request for approval shall be given within thirty (30) days of receipt by Pfizer Novartis from MPP of all relevant documentation necessary to consider Licensee’s request. Such approval may be withheld if the subject trademark is determined by PfizerNovartis, in its sole discretion, to be identical to or confusingly similar to any Pfizer TrademarkNovartis Trademarks or Novartis Trade Dress; provided, however, that any such approval shall not waive any rights of Pfizer Novartis or its Affiliates with respect to the Pfizer Trademarks. Novartis Trademarks or Novartis Trade Dress. (D) Notwithstanding the foregoing, in reviewing and/or granting approval to Licensee for use of any trademark or trade dress in connection with the sale of any Licensed Product, Licensee acknowledges and agrees that Pfizer Novartis shall have no obligation to assess the availability or validity of, or the ability of the Licensee to use, the proposed trademark or trade dress or determine whether the proposed trademark or trade dress is the same or is similar to any trademark proposed to be used by and/or approved by Pfizer Novartis for use by Licensee or any other MPP Licensee in connection with the Compound or any Product or Licensed Product and Pfizer Products. Novartis shall have no liability to any party, including the Licensee where Licensee seeks to register or uses any other MPP Licensee, for the use or registration of any trademark, logo or trade dress that is the same or similar to a that used by another MPP Licensee. of Licensee or any other party. (E) In addition to the foregoing, for the avoidance of doubt, Licensee agrees that it shall notnot or cause any other party to: (ai) register, register apply to register or, in connection with the sale of any Licensed Product, use any trademark, logo or trade name which is identical to or confusingly similar (as Pfizer Novartis shall determine in its sole discretion) to any Pfizer Novartis Trademark; (bii) use trade dress, packaging (both internal and external)) or labelling, advertising or labeling marketing material which is the same as or similar to (as Pfizer Novartis shall determine in its sole discretion) to that of Pfizer Novartis or any Affiliate of Pfizer in connection with the sale of any Licensed Product; or (ciii) give the impression to the public, to physicians or to the trade that the Licensed Product is manufactured by by, or in any way connected with Pfizer with, Novartis or any of its Affiliates. 11.2 Licensee, at its expense, shall be responsible for the selection, registration, maintenance, defence and enforcement of all trademarks which it employs in connection with the Products to be sold by the Licensee in the Territory under this Agreement and shall own and control such trademarks. Nothing in this Agreement shall be construed as a grant of rights, by licence or otherwise, to the Licensee to use the name (alone or as part of another name) or other designation or any other trade name, trademark, logo, or other words, names, symbols or devices owned or licensed by the MPP, Novartis, and/or any of their Affiliates anywhere in the world for any purpose. 11.3 If the Licensor and/or Novartis become aware that the Licensee or any party affiliated with the Licensee is in breach of this Clause 11.3, the Licensee shall immediately stop or compel any affiliated party to immediately stop any such use and withdraw any such trademark application and/or registration upon request by the Licensor and/or Novartis. 11.4 The Licensee shall ensure that packaging (whether external, intermediate or internal), data sheets and promotional materials for the Products to be sold or otherwise supplied by the Licensee under this Agreement shall carry, to the extent permitted by the applicable law, clear statements in bold type that: (a) the Products have been produced under a licence from the Medicines Patent Pool; (b) any other use is not authorised.

Trademarks. No rights in any Pfizer Shionogi Trademarks are granted to Licensee under this Agreement, and Licensee shall not appropriate or otherwise use, register to use or register any Pfizer Shionogi Trademarks in connection with the Licensed Product in the Territory, including without limitation in connection with the sale, distribution, promotion, or marketing of the Licensed Product. A complete description of any trademark proposed to be used or registered by Licensee in connection with the sale of the Licensed Product in the Territory shall be submitted to MPP for Pfizer’s Shionogi's written approval prior to use or filing an application to register such trademark. MPP shall promptly review such request and refer it to PfizerShionogi. Licensee shall provide any additional information required by MPP in relation to such request. The response to Licensee for any request for approval shall be given within thirty (30) 30 days of receipt by Pfizer Shionogi from MPP of all relevant documentation necessary to consider Licensee’s 's request. Such approval may be withheld if the subject trademark is determined by PfizerShionogi, in its sole discretion, to be identical to or confusingly similar to any Pfizer Shionogi Trademark; provided, however, that any such approval shall not waive any rights of Pfizer Shionogi or its Affiliates with respect to the Pfizer Shionogi Trademarks. Notwithstanding the foregoing, in reviewing and/or granting approval to Licensee for use of any trademark in connection with the sale of any Licensed Product, Licensee acknowledges and agrees that Pfizer Shionogi shall have no obligation to assess the availability or validity of, or the ability of the Licensee to use, the proposed trademark or whether the proposed trademark is the same or is similar to any trademark proposed to be used by and/or approved by Pfizer Shionogi for use by any other MPP Licensee in connection with the Compound or any Product or Licensed Product and Pfizer Shionogi shall have no liability to Licensee where Licensee seeks to register or uses any trademark, logo or trade dress that is the same or similar to a that used by another MPP Licensee. In addition to the foregoing, for the avoidance of doubt, Licensee agrees that it shall not: (a) register, apply to register or, in connection with the sale of any Licensed Product, use any trademark, logo or trade name which is identical to or confusingly similar (as Pfizer Shionogi shall determine in its sole discretion) to any Pfizer Shionogi Trademark; (b) use trade dress, packaging (both internal and external), or labeling which is the same as or similar to (as Pfizer Shionogi shall determine in its sole discretion) that of Pfizer Shionogi or any Affiliate of Pfizer Shionogi in connection with the sale of any Licensed Product; or (c) give the impression to the public, to physicians or to the trade that the Licensed Product is manufactured by or in any way connected with Pfizer Shionogi or any of its Affiliates.

Trademarks. No rights in Licensee covenants and warrants that Licensee's use of the Trademark or other trademarks, trade names, logos and designations of Cellegy on any Pfizer Trademarks are granted to Licensee under this Agreementand all Licensed Product, Licensed Product packaging or labels, stationery, invoices, catalogs, brochures, packages, containers, and advertising or promotional materials which Licensee shall or its Agents prepare or use will be in accordance with Cellegy's intellectual property policies in effect from time to time, including but not appropriate limited to trademark usage and cooperative advertising policies. Cellegy agrees to provide copies of such policies to Licensee. Licensee agrees not to attach any additional trademarks, trade names, logos or designations to any Licensed Product except in compliance with such policies or otherwise use, register with Cellegy's prior written consent which will not be unreasonably withheld or delayed.. Licensee further agrees not to use any Cellegy trademark, trade name, logo or register any Pfizer Trademarks designation in connection with the Licensed Product in the Territory, including without limitation in connection with the sale, distribution, promotion, or marketing of any products other than the Licensed Product. A complete description Licensee will include on each Licensed Product that it distributes, and on all containers and storage media therefor, all trademark, copyright and other notices of proprietary rights included by Cellegy on such Licensed Product. Licensee agrees not to alter, erase, deface or overprint any such notice on anything provided by Cellegy. Licensee also will include the appropriate trademark proposed notices when referring to be used or registered by Licensee in connection with the sale of the any Licensed Product in the Territory shall be submitted to MPP for Pfizer’s written approval prior to use or filing an application to register such trademark. MPP shall promptly review such request advertising and refer it to Pfizerpromotional materials. Licensee shall provide submit to Cellegy for its prior written approval and before any additional information required by MPP in relation to such request. The response to Licensee for any request for approval shall be given within thirty (30) days use is made thereof, representative samples of receipt by Pfizer from MPP of all relevant documentation necessary to consider Licensee’s request. Such approval may be withheld if the subject trademark is determined by Pfizer, in its sole discretion, to be identical to or confusingly similar to any Pfizer Trademark; provided, however, that any such approval shall not waive any rights of Pfizer or its Affiliates with respect to the Pfizer Trademarks. Notwithstanding the foregoing, in reviewing and/or granting approval to Licensee for use of any trademark in connection with the sale of any initial Licensed Product, Licensee acknowledges stationery, invoices, catalogs, brochures, packages, containers, and agrees that Pfizer shall have no obligation to assess the availability advertising or validity of, or the ability promotional materials bearing any of the Trademark which Licensee or its Sublicensees prepare, but need not seek prior approval for subsequent uses of such materials that are in compliance with Cellegy's policies. Licensee shall also submit to useCellegy for its prior written approval any such materials that may not be consistent with Cellegy's intellectual property policies in effect from time to time, and Cellegy shall use all reasonable efforts to respond promptly to give its approval or indicate the proposed trademark or whether the proposed trademark is the same or is similar to any trademark proposed to be used by and/or approved by Pfizer for use by any other MPP Licensee respects in connection with the Compound or any Product or Licensed Product and Pfizer shall have no liability to Licensee where Licensee seeks to register or uses any trademark, logo or trade dress that is the same or similar to a that used by another MPP Licensee. In addition to the foregoing, for the avoidance which changes are required in light of doubt, Licensee agrees that it shall not: (a) register, apply to register or, in connection with the sale of any Licensed Product, use any trademark, logo or trade name which is identical to or confusingly similar (as Pfizer shall determine in its sole discretion) to any Pfizer Trademark; (b) use trade dress, packaging (both internal and external), or labeling which is the same as or similar to (as Pfizer shall determine in its sole discretion) that of Pfizer or any Affiliate of Pfizer in connection with the sale of any Licensed Product; or (c) give the impression to the public, to physicians or to the trade that the Licensed Product is manufactured by or in any way connected with Pfizer or any of its AffiliatesCellegy's policies.

Trademarks. No rights Licensor shall provide “on-file authority” to Licensee and make all necessary registered user filings for Licensee to use the Trademarks in any Pfizer Trademarks are jurisdiction where such authority is necessary or desirable for Licensee and its designated third parties to exercise the rights granted to Licensee under this Agreement. Licensee shall have the right to seek trademark registration in the jurisdictions in the International Territory where Licensee will Market the Products (and shall have the right to file all necessary declarations and affidavits in order to maintain in effect the registrations for trademarks that may be issued in the International Territory), and Licensor shall cooperate with Licensee as reasonably requested by Licensee in connection therewith (including executing, delivering and filing any necessary powers of attorney, forms, agreements, authorizations or other documents). Licensor shall promptly file all necessary declarations and affidavits in order to maintain in effect the registrations for Trademarks that have been issued in the Domestic Territory. In the event Licensor fails to file any documents or pay any amounts necessary to maintain such Trademarks when due, Licensee shall not appropriate have the right to pay such amounts and file such documents on behalf of and for the account of Licensor, and Licensor shall, within three (3) Business Days of Licensee’s request, execute and deliver to Licensee or otherwise useits designee any powers of attorney, register forms, agreements, authorizations or other documents which are necessary in order for Licensee to use pay such amounts and/or file such documents on Licensor’s behalf. All costs or register any Pfizer Trademarks in connection with the Licensed Product in the Territory, including without limitation in connection with the sale, distribution, promotion, or marketing of the Licensed Product. A complete description of any trademark proposed to be used or registered expenses actually incurred by Licensee in connection with (i) Licensee’s registration of trademarks relating to the sale of the Licensed Product Products in jurisdictions in the International Territory (and maintenance thereof) and (ii) Licensee’s actions on behalf of Licensor with respect to Trademarks registered in the Domestic Territory shall be submitted credited against future Royalties payable by Licensee under this Agreement. In connection with the rights granted herein, Licensor hereby grants and licenses to MPP for Pfizer’s written approval prior Licensee, during the Term, the right to use any trademarks subsequently issued, owned or filing an application to register such trademark. MPP shall promptly review such request and refer it to Pfizer. Licensee shall provide any additional information required by MPP in relation to such request. The response to Licensee for any request for approval shall be given within thirty (30) days of receipt by Pfizer from MPP of all relevant documentation necessary to consider Licensee’s request. Such approval may be withheld if the subject trademark is determined by Pfizer, in its sole discretion, to be identical to or confusingly similar to any Pfizer Trademark; provided, however, that any such approval shall not waive any rights of Pfizer or its Affiliates with respect to the Pfizer Trademarks. Notwithstanding the foregoing, in reviewing and/or granting approval to Licensee for use of any trademark prosecuted in connection with the sale Products by Licensor for no additional consideration under the terms and conditions of any Licensed Product, Licensee acknowledges and agrees that Pfizer shall have no obligation to assess the availability or validity of, or the ability of the Licensee to use, the proposed trademark or whether the proposed trademark is the same or is similar to any trademark proposed to be used by and/or approved by Pfizer for use by any other MPP Licensee in connection with the Compound or any Product or Licensed Product and Pfizer shall have no liability to Licensee where Licensee seeks to register or uses any trademark, logo or trade dress that is the same or similar to a that used by another MPP Licensee. In addition to the foregoing, for the avoidance of doubt, Licensee agrees that it shall not: (a) register, apply to register or, in connection with the sale of any Licensed Product, use any trademark, logo or trade name which is identical to or confusingly similar (as Pfizer shall determine in its sole discretion) to any Pfizer Trademark; (b) use trade dress, packaging (both internal and external), or labeling which is the same as or similar to (as Pfizer shall determine in its sole discretion) that of Pfizer or any Affiliate of Pfizer in connection with the sale of any Licensed Product; or (c) give the impression to the public, to physicians or to the trade that the Licensed Product is manufactured by or in any way connected with Pfizer or any of its Affiliatesthis Agreement.

Trademarks. No rights in any Pfizer Trademarks are granted to Licensee under this Agreement, and Licensee shall further agrees not appropriate or otherwise use, register to use or register any Pfizer Trademarks Cellegy marks in connection with the Licensed Product in the Territory, including without limitation in connection with the sale, distribution, promotion, or marketing of any products other than the Licensed Product. A complete description of Licensee also will include the appropriate trademark notices when referring to any trademark proposed to be used or registered by Licensee in connection with the sale of the Licensed Product in the Territory shall be submitted to MPP for Pfizer’s written approval prior to use or filing an application to register such trademark. MPP shall promptly review such request advertising and refer it to Pfizerpromotional materials. Licensee shall provide any additional information required by MPP in relation to such request. The response to Licensee for any request for approval shall be given within thirty (30) days of receipt by Pfizer from MPP of all relevant documentation necessary to consider covenants and warrants that Licensee’s request. Such approval may be withheld if the subject trademark is determined by Pfizer, in its sole discretion, to be identical to or confusingly similar to any Pfizer Trademark; provided, however, that any such approval shall not waive any rights of Pfizer or its Affiliates with respect to the Pfizer Trademarks. Notwithstanding the foregoing, in reviewing and/or granting approval to Licensee for 's use of any trademark in connection with the sale Cellegy’s Marks or other trademarks, trade names, logos and designations of Cellegy on any Licensed Product, Licensee acknowledges and agrees that Pfizer shall have no obligation to assess the availability Licensed Product packaging or validity oflabels, or related materials that Licensee or its Agents prepare or use will be in accordance with Cellegy’s reasonable intellectual property policies in effect from time to time, including but not limited to trademark usage and cooperative advertising policies. Licensee agrees not to attach any additional trademarks, trade names, logos or designations to any Licensed Product except in compliance with such policies or otherwise with Cellegy’s prior written consent, which shall not be unreasonably delayed or withheld. Licensee will include on each Licensed Product that it distributes, and on all containers and storage media therefor, all trademark, copyright and other notices of proprietary rights included by Cellegy on such Licensed Product. Licensee agrees not to alter, erase, deface or overprint any such notice on anything provided by Cellegy. Licensee also will include the ability appropriate trademark notices when referring to any Licensed Product in advertising and promotional materials. Licensee shall submit to Cellegy for its prior written approval (which shall not be unreasonably delayed or withheld) and before any use is made thereof, representative samples of the Licensee to use, the proposed trademark or whether the proposed trademark is the same or is similar to any trademark proposed to be used by and/or approved by Pfizer for use by any other MPP Licensee in connection with the Compound or any Product or Licensed Product and Pfizer shall have no liability to Licensee where Licensee seeks to register or uses any trademark, logo or trade dress that is the same or similar to a that used by another MPP Licensee. In addition to the foregoing, for the avoidance of doubt, Licensee agrees that it shall not: (a) register, apply to register or, in connection with the sale of any initial Licensed Product, use any trademarkpackages, logo containers, and advertising or trade name which is identical to or confusingly similar (as Pfizer shall determine in its sole discretion) to any Pfizer Trademark; (b) use trade dress, packaging (both internal and external), or labeling which is the same as or similar to (as Pfizer shall determine in its sole discretion) that of Pfizer or any Affiliate of Pfizer in connection with the sale of any Licensed Product; or (c) give the impression to the public, to physicians or to the trade that the Licensed Product is manufactured by or in any way connected with Pfizer or promotional materials bearing any of Cellegy’s Marks which Licensee or its AffiliatesSublicensees prepare, but need not seek prior approval for subsequent uses of such materials that are in compliance with Cellegy’s policies. Licensee shall also submit to Cellegy for its prior written approval (which shall not be unreasonably delayed or withheld) any such materials that may not be consistent with Cellegy’s intellectual property policies in effect from time to time, and Cellegy shall use all reasonable efforts to respond promptly to give its approval or indicate the respects in which changes are required in light of Cellegy’s policies. Cellegy and Licensee shall cooperate with each other and use reasonable efforts to protect the Cellegy Marks from infringement by Third Parties.

Trademarks. No rights in any Pfizer Trademarks are granted to Licensee under this Agreement, and Licensee shall further agrees not appropriate or otherwise use, register to use or register any Pfizer Trademarks Cellegy marks in connection with the Licensed Product in the Territory, including without limitation in connection with the sale, distribution, promotion, or marketing of any products other than the Licensed Product. A complete description of Licensee also will include the appropriate trademark notices when referring to any trademark proposed to be used or registered by Licensee in connection with the sale of the Licensed Product in the Territory shall be submitted to MPP for Pfizer’s written approval prior to use or filing an application to register such trademark. MPP shall promptly review such request advertising and refer it to Pfizerpromotional materials. Licensee shall provide any additional information required by MPP in relation to such request. The response to Licensee for any request for approval shall be given within thirty (30) days of receipt by Pfizer from MPP of all relevant documentation necessary to consider covenants and warrants that Licensee’s request. Such approval may be withheld if the subject trademark is determined by Pfizer, in its sole discretion, to be identical to or confusingly similar to any Pfizer Trademark; provided, however, that any such approval shall not waive any rights of Pfizer or its Affiliates with respect to the Pfizer Trademarks. Notwithstanding the foregoing, in reviewing and/or granting approval to Licensee for use of any trademark in connection with the sale Cellegy’s Marks or other trademarks, trade names, logos and designations of Cellegy on any Licensed Product, Licensee acknowledges and agrees that Pfizer shall have no obligation to assess the availability Licensed Product packaging or validity oflabels, or related materials that Licensee or its Agents prepare or use will be in accordance with Cellegy’s reasonable intellectual property policies in effect from time to time, including but not limited to trademark usage and cooperative advertising policies. Licensee agrees not to attach any additional trademarks, trade names, logos or designations to any Licensed Product except in compliance with such policies or otherwise with Cellegy’s prior written consent, which shall not be unreasonably delayed or withheld. Licensee will include on each Licensed Product that it distributes, and on all containers and storage media therefor, all trademark, copyright and other notices of proprietary rights included by Cellegy on such Licensed Product. Licensee agrees not to alter, erase, deface or overprint any such notice on anything provided by Cellegy. Licensee also will include the ability appropriate trademark notices when referring to any Licensed Product in advertising and promotional materials. Licensee shall submit to Cellegy for its prior written approval (which shall not be unreasonably delayed or withheld) and before any use is made thereof, representative samples of the Licensee to use, the proposed trademark or whether the proposed trademark is the same or is similar to any trademark proposed to be used by and/or approved by Pfizer for use by any other MPP Licensee in connection with the Compound or any Product or Licensed Product and Pfizer shall have no liability to Licensee where Licensee seeks to register or uses any trademark, logo or trade dress that is the same or similar to a that used by another MPP Licensee. In addition to the foregoing, for the avoidance of doubt, Licensee agrees that it shall not: (a) register, apply to register or, in connection with the sale of any initial Licensed Product, use any trademarkpackages, logo containers, and advertising or trade name which is identical to or confusingly similar (as Pfizer shall determine in its sole discretion) to any Pfizer Trademark; (b) use trade dress, packaging (both internal and external), or labeling which is the same as or similar to (as Pfizer shall determine in its sole discretion) that of Pfizer or any Affiliate of Pfizer in connection with the sale of any Licensed Product; or (c) give the impression to the public, to physicians or to the trade that the Licensed Product is manufactured by or in any way connected with Pfizer or promotional materials bearing any of Cellegy’s Marks which Licensee or its AffiliatesSublicensees prepare, but need not seek prior approval for subsequent uses of such materials that are in compliance with Cellegy’s policies. Licensee shall also submit to Cellegy for its prior written approval (which shall not be unreasonably delayed or withheld) any such materials that may not be consistent with Cellegy’s intellectual property policies in effect from time to time, and Cellegy shall use all reasonable efforts to respond promptly to give its approval or indicate the respects in which changes are required in light of Cellegy’s policies. Cellegy and Licensee shall cooperate with each other and use reasonable efforts to protect the Cellegy Marks from infringement by Third Parties.

Trademarks. ‌ No rights in any Pfizer Shionogi Trademarks are granted to Licensee under this Agreement, and Licensee shall not appropriate or otherwise use, register to use or register any Pfizer Shionogi Trademarks in connection with the Licensed Product in the Territory, including without limitation in connection with the sale, distribution, promotion, or marketing of the Licensed Product. A complete description of any ofany trademark proposed to be used or registered by Licensee in connection with the sale of the Licensed Product in the Territory shall be submitted to MPP for Pfizer’s Shionogi's written approval prior to use or filing an application to register such trademark. MPP shall promptly review such request and refer it to PfizerShionogi. Licensee shall provide any additional information required by MPP in relation to such request. The response to Licensee for any request for approval shall be given within thirty (30) 30 days of receipt by Pfizer Shionogi from MPP of all relevant documentation necessary to consider Licensee’s 's request. Such approval may be withheld if the subject trademark is determined by PfizerShionogi, in its sole discretion, to be identical to or confusingly similar to any Pfizer Shionogi Trademark; provided, however, that any such approval shall not waive any rights of Pfizer Shionogi or its Affiliates with respect to the Pfizer Shionogi Trademarks. Notwithstanding the foregoing, in reviewing and/or granting approval to Licensee for use of any trademark in connection with the sale of any Licensed Product, Licensee acknowledges and agrees that Pfizer Shionogi shall have no obligation to assess the availability or validity of, or the ability of the Licensee to use, the proposed trademark or whether the proposed trademark is the same or is similar to any trademark proposed to be used by and/or and/ or approved by Pfizer Shionogi for use by any other MPP Licensee in connection with the Compound or any Product or Licensed Product and Pfizer Shionogi shall have no liability to Licensee where Licensee seeks to register or uses any trademark, logo or trade dress that is the same or similar to a that used by another MPP Licensee. In addition to the foregoing, for the avoidance of doubt, Licensee agrees that it shall not: (a) register, apply to register or, in connection with the sale of any Licensed Product, use any trademark, logo or trade name which is identical to or confusingly similar (as Pfizer Shionogi shall determine in its sole discretion) to any Pfizer Shionogi Trademark; (b) use trade dress, packaging (both internal and external), or labeling which is the same as or similar to (( as Pfizer Shionogi shall determine in its sole discretion) that of Pfizer Shionogi or any Affiliate of Pfizer Shionogi in connection with the sale of any Licensed Product; or (c) give the impression to the public, to physicians or to the trade that the Licensed Product is manufactured by or in any way connected with Pfizer Shionogi or any of its Affiliates.

Trademarks. No rights in any Pfizer Trademarks are granted BLC® listing service grants to Licensee under this AgreementAVP a limited, and Licensee shall not appropriate or otherwise usenon-exclusive, register revocable license to use or register any Pfizer Trademarks in connection with the Licensed Product in trademark identified on the Territory, including without limitation in connection with attached Schedule B as a trademark available to vendors for the sale, distribution, promotion, or marketing purpose of identifying BLC® listing service as the source of the Licensed ProductListings (“BLC® listing service Trademark”). A complete description Any use of any trademark proposed to the BLC® listing service Trademark shall be used or registered by Licensee in connection with solely for the sale purpose of identifying BLC® listing service as the source of the Licensed Product Listings, used exactly in the Territory form displayed on Schedule B, and shall be submitted to MPP for Pfizer’s written approval prior to use or filing an application to register such trademark. MPP shall promptly review such request used strictly in accordance with the applicable terms of the VOW Rules and refer it to Pfizer. Licensee shall provide any additional information required by MPP in relation to such requestRules and Regulations. The response to Licensee for any request for approval shall be given within thirty (30) days license granted under this Section 9 of receipt by Pfizer from MPP of all relevant documentation necessary to consider Licensee’s request. Such approval this Agreement may be withheld if the subject trademark is determined terminated at any time by PfizerBLC® listing service, in its sole discretion, upon ten (10) days notice. AVP agrees and acknowledges that the license of the BLC® listing service Trademark is made without any representations or warranties of any kind or nature. BLC® listing service does not make any representations or warranties regarding title to be identical the BLC® listing service Trademark, the rights of any other persons or entities to the BLC® listing service Trademark, or confusingly similar with regard to any Pfizer Trademark; provided, however, that any such approval shall not waive the enforceability of any rights to the BLC® listing service Trademark. Except as provided in this Section 9 of Pfizer or its Affiliates this Agreement, no other right is granted to AVP under this Agreement with respect to the Pfizer Trademarksany trademarks of BLC® listing service. Notwithstanding the foregoing, in reviewing and/or granting approval to Licensee for use of any trademark in connection with the sale of any Licensed Product, Licensee acknowledges and agrees that Pfizer shall have no obligation to assess the availability or validity of, or the ability of the Licensee to use, the proposed trademark or whether the proposed trademark is the same or is similar to any trademark proposed to be used by and/or approved by Pfizer for use by any other MPP Licensee in connection with the Compound or any Product or Licensed Product and Pfizer shall have no liability to Licensee where Licensee seeks to register or uses any trademark, logo or trade dress that is the same or similar to a that used by another MPP Licensee. In addition to the foregoing, for the avoidance of doubt, Licensee AVP agrees that it shall not: (a) register, apply to register or, in connection with the sale of any Licensed Product, not use any trademarktrademarks of BLC® listing service, logo or trade name which is identical to any marks that are confusingly similar, assert any right, license, or confusingly similar (as Pfizer shall determine in its sole discretion) interest with respect to any Pfizer Trademark; (b) use trade dress, packaging (both internal and external)trademarks of BLC® listing service, or labeling which is represent or suggest any affiliation between BLC® listing service and AVP. AVP agrees that it will not file any applications or assert any rights to any of BLC® listing service’ trademarks in the same as or similar to (as Pfizer shall determine in its sole discretion) that of Pfizer United States, or any Affiliate of Pfizer in connection with the sale of any Licensed Product; other country or (c) give the impression to the public, to physicians or to the trade that the Licensed Product is manufactured by or in any way connected with Pfizer or any of its Affiliatesterritory.

Trademarks. No rights Licensee acknowledges that Licensor is the sole owner of the entire right, title and interest in and to the Licensed Trademark throughout the Licensed Territory. Licensee acknowledges the validity of, and Licensor's title to and in, Licensor's registrations and applications to register the Licensed Trademark in the aforementioned areas. If requested to do so by Licensor, Licensee agrees to join with Licensor in the execution of appropriate trademark license agreements for recordal in the appropriate Trademark Offices and in the execution of any requisite amendments to such agreements. Licensee further agrees that during the term of, and after the termination of, this Agreement, however occurring, Licensee shall not do any of the following: (a) Use the Licensed Trademark, or any words, marks, characters or symbols in any Pfizer Trademarks are granted language confusingly similar thereto or which, due to their manner of display or use, may either initially or as a result of such display or use, be considered the equivalent of the Licensed Trademark in connection with the manufacturing, producing, packaging, use, sale or distribution of any product not manufactured or packaged by Licensor or those duly authorized by it; or (b) Apply for or seek registration at any time of the Licensed Trademark or any words, marks, characters or symbols in any language confusingly similar thereto or which due to their manner of display or use, may either initially or as a result of such display or use, be considered the equivalent of the Licensed Trademark (it being agreed that, when called upon in writing by Licensor at any time to do so, Licensee under shall, at Licensor's election, either assign to Licensor in writing any rights which Licensee may have therein or release and cancel any rights of record which Licensee might have therein); or (c) Use the Licensed Trademark, or any words, marks, characters or symbols in any language confusingly similar thereto or which, due to their manner of display or use, may either initially or as a result of such display or use, be considered the equivalent of the Licensed Trademark in any corporate or trade name without Licensor's specific written permission in advance (such permission, if granted, to expire concurrently with the termination of this Agreement, and Licensee shall not appropriate the use thereof to be discontinued and such corporate or otherwise use, register trade name to use be removed from all corporate and other official registries forthwith upon termination of this Agreement); or (d) Use any label or register container embodying any Pfizer Trademarks printing or ornamentation similar in connection with appearance to any labels or containers used at any time during the term of this Agreement for any product bearing the Licensed Product in the Territory, including without limitation in connection with the sale, distribution, promotion, or marketing of the Licensed Product. A complete description of any trademark proposed to be used or registered by Licensee in connection with the sale of the Licensed Product in the Territory shall be submitted to MPP for Pfizer’s written approval prior to use or filing an application to register such trademark. MPP shall promptly review such request and refer it to Pfizer. Licensee shall provide any additional information required by MPP in relation to such request. The response to Licensee for any request for approval shall be given within thirty (30) days of receipt by Pfizer from MPP of all relevant documentation necessary to consider Licensee’s request. Such approval may be withheld if the subject trademark is determined by Pfizer, in its sole discretion, to be identical to or confusingly similar to any Pfizer Trademark; provided, however, that any such approval shall not waive any rights of Pfizer or its Affiliates with respect to the Pfizer Trademarks. Notwithstanding the foregoing, in reviewing and/or granting approval to Licensee for use of any trademark in connection with the sale of any Licensed Product, Licensee acknowledges and agrees that Pfizer shall have no obligation to assess the availability or validity of, or the ability of the Licensee to use, the proposed trademark or whether the proposed trademark is the same or is similar to any trademark proposed to be used by and/or approved by Pfizer for use by any other MPP Licensee in connection with the Compound or any Product or Licensed Product and Pfizer shall have no liability to Licensee where Licensee seeks to register or uses any trademark, logo or trade dress that is the same or similar to a that used by another MPP Licensee. In addition to the foregoing, for the avoidance of doubt, Licensee agrees that it shall not: (a) register, apply to register or, in connection with the manufacture, packaging, use, sale or distribution of any Licensed Product, use any trademark, logo product (even though not distributed under a name or trade name which is identical to or confusingly similar (as Pfizer shall determine in its sole discretion) to any Pfizer Trademark; (b) use trade dress, packaging (both internal and external), or labeling which is trademark the same as or confusingly similar to the Licensed Trademark) not manufactured or packaged by Licensor or those duly authorized by it; or (as Pfizer e) Do anything or commit any act which might prejudice or adversely affect the validity of the Licensed Trademark or Licensor's ownership thereof. Upon termination of this Agreement, however occurring, Licensee shall determine in its sole discretion) that of Pfizer immediately cease to use the Licensed Trademark, or any Affiliate of Pfizer in connection similar trademarks or combination thereof, with the sale of any Licensed Product; letters, other words, or (c) give the impression to the publicdesigns, to physicians or to the trade that the Licensed Product is manufactured by or in any way connected with Pfizer manner, including use upon stationery, letterheads, trade bulletins, in telephone listings, building directories, offices, plants and factories, labels, containers, packing boxes and in or on any of its Affiliatesother item whatsoever.

Trademarks. 11.1 No rights in any Pfizer Novartis Trademarks or Novartis Trade Dress are granted to Licensee under this Agreement, and . (A) Licensee shall not appropriate or otherwise use, register to use or register any Pfizer Novartis Trademarks or Novartis Trade Dress in connection with the Licensed Product Products anywhere in the Territoryworld, including without limitation in connection with the sale, distribution, promotion, or marketing of the Licensed Product. Products. (B) A complete description of any trademark or trade dress proposed to be used or registered by Licensee in connection with the sale of the Licensed Product in the Territory shall be submitted to MPP for PfizerNovartis’s written approval prior to use or filing an application to register such trademark. MPP shall promptly review such request and refer it to Pfizer. Novartis. (C) Licensee shall provide any additional information required by MPP in relation to such request. The response to Licensee for any request for approval shall be given within thirty (30) days of receipt by Pfizer Novartis from MPP of all relevant documentation necessary to consider Licensee’s request. Such approval may be withheld if the subject trademark is determined by PfizerNovartis, in its sole discretion, to be identical to or confusingly similar to any Pfizer TrademarkNovartis Trademarks or Novartis Trade Dress; provided, however, that any such approval shall not waive any rights of Pfizer Novartis or its Affiliates with respect to the Pfizer Trademarks. Novartis Trademarks or Novartis Trade Dress. (D) Notwithstanding the foregoing, in reviewing and/or granting approval to Licensee for use of any trademark or trade dress in connection with the sale of any Licensed Product, Licensee acknowledges and agrees that Pfizer Novartis shall have no obligation to assess the availability or validity of, or the ability of the Licensee to use, the proposed trademark or trade dress or determine whether the proposed trademark or trade dress is the same or is similar to any trademark proposed to be used by and/or approved by Pfizer Novartis for use by Licensee or any other MPP Licensee in connection with the Compound or any Product or Licensed Product and Pfizer Products. Novartis shall have no liability to any party, including the Licensee where Licensee seeks to register or uses any other MPP Licensee, for the use or registration of any trademark, logo or trade dress that is the same or similar to a that used by another MPP Licensee. of Licensee or any other party. (E) In addition to the foregoing, for the avoidance of doubt, Licensee agrees that it shall notnot or cause any other party to: (ai) register, register apply to register or, in connection with the sale of any Licensed Product, use any trademark, logo or trade name which is identical to or confusingly similar (as Pfizer Novartis shall determine in its sole discretion) to any Pfizer Novartis Trademark; (bii) use trade dress, packaging (both internal and external)) or labelling, advertising or labeling marketing material which is the same as or similar to (as Pfizer Novartis shall determine in its sole discretion) to that of Pfizer Novartis or any Affiliate of Pfizer in connection with the sale of any Licensed Product; or (ciii) give the impression to the public, to physicians or to the trade that the Licensed Product is manufactured by by, or in any way connected with Pfizer with, Novartis or any of its Affiliates.

Trademarks. No rights in any Pfizer Trademarks are granted to Licensee under this Agreement, and Licensee shall not appropriate or otherwise use, register to use or register any Pfizer Trademarks in connection with the Licensed Product in the Territory, including without limitation in connection with the sale, distribution, promotion, or marketing of the Licensed Product. A complete description of any trademark proposed to be used or registered by Licensee in connection with the sale of the Licensed Product in the Territory shall be submitted to MPP for Pfizer’s written approval prior to use or filing an application to register such trademark. MPP shall promptly review such request and refer it to Pfizer. Licensee shall provide any additional information required by MPP in relation to such request. The response to Licensee for any request for approval shall be given within thirty (30) days of receipt by Pfizer from MPP of all relevant documentation necessary to consider Licensee’s request. Such approval may be withheld if the subject trademark is determined by Pfizer, in its sole discretion, to be identical to or confusingly similar to any Pfizer Trademark; provided, however, that any such approval shall not waive any rights of Pfizer or its Affiliates with respect to the Pfizer Trademarks. Notwithstanding the foregoing, in reviewing and/or granting approval to Licensee for use of any trademark in connection with the sale of any Licensed Product, Licensee acknowledges and agrees that Pfizer shall have no obligation to assess the availability or validity of, or the ability of the Licensee to use, the proposed trademark or whether the proposed trademark is the same or is similar to any trademark proposed to be used by and/or approved by Pfizer for use by any other MPP Licensee in connection with the Compound or any Product or Licensed Product and Pfizer shall have no liability to Licensee where Licensee seeks to register or uses any trademark, logo or trade dress that is the same or similar to a that used by another MPP Licensee. In addition to the foregoing, for the avoidance of doubt, Licensee agrees that it shall not: (a) register, apply to register or, in connection with the sale of any Licensed Product, use any trademark, logo or trade name which is identical to or confusingly similar (as Pfizer shall determine in its sole discretion) to any Pfizer Trademark; (( b) use trade dress, packaging (both internal and external), or labeling which is the same as or similar to (as Pfizer shall determine in its sole discretion) that of Pfizer or any Affiliate of Pfizer in connection with the sale of any Licensed Product; or (c) give the impression to the public, to physicians or to the trade that the Licensed Product is manufactured by or in any way connected with Pfizer or any of its Affiliates.

Trademarks. No rights in any Pfizer Trademarks are granted (a) Licensor hereby grants to Licensee an exclusive (even as to Licensor and its Affiliate) license (with the right to sublicense) under this Agreement, all trademarks and Licensee shall not appropriate or otherwise use, register to use or register any Pfizer Trademarks trade names Controlled by Licensor and used by Licensor in connection with the Licensed Product (“Licensed Trademarks”) to Manufacture and Commercialize the Licensed Product in the Field in the Territory, including without limitation . Licensor shall own all rights in connection with the sale, distribution, promotion, or marketing of the Licensed ProductTrademarks, and all goodwill in the Licensed Trademarks shall accrue to Licensor. A complete description of any trademark proposed Licensor shall register, maintain and enforce, at its own cost and expense, the Licensed Trademarks in the Territory as Licensor determines reasonably necessary. (b) In addition to be used (or registered by in lieu of) the Licensed Trademarks, Licensee in connection with shall have the sale of right to brand the Licensed Product in the Territory shall be submitted to MPP using Licensee related trademarks and any other trademarks and trade names (including Chinese character trademarks and trade names) Licensee determines appropriate for Pfizer’s written approval prior to use the Licensed Product, which may vary by jurisdiction or filing an application to register such trademark. MPP shall promptly review such request and refer it to Pfizerwithin a jurisdiction in the Territory (“Licensed Product Marks”), so long as not in conflict with Licensed Trademarks. Licensee shall provide Licensor with sufficient advanced notice of any additional information required by MPP in relation proposed Licensed Product Marks and time to review and comment on such request. The response to Licensee for any request for approval proposed Licensed Product Marks, and shall be given within thirty (30) days of receipt by Pfizer from MPP of all relevant documentation necessary to consider Licenseeincorporate Licensor’s request. Such approval may be withheld if the subject trademark is determined by Pfizer, in its sole discretioncomments thereon, to be identical the extent reasonably possible. Licensee shall own all rights in the Licensed Product Marks, and all goodwill in the Licensed Product Marks shall accrue to or confusingly similar to any Pfizer Trademark; providedLicensee. Licensee shall register, howevermaintain and enforce, that any such approval at its own cost and expense, the Licensed Product Marks in the Territory as Licensee determines reasonably necessary. Licensor shall not waive be granted any rights of Pfizer right, title or its Affiliates with respect to the Pfizer Trademarks. Notwithstanding the foregoing, interest in reviewing and/or granting approval to Licensee for use of any trademark in connection with the sale of any Licensed Product, Licensee acknowledges and agrees that Pfizer shall have no obligation to assess the availability or validity of, or the ability of the Licensee to use, the proposed trademark or whether the proposed trademark is the same or is similar to any trademark proposed to be used by and/or approved by Pfizer for use by any other MPP Licensee in connection with the Compound or any Product or Licensed Product and Pfizer shall have no liability to Licensee where Licensee seeks to register or uses any trademark, logo or trade dress that is the same or similar to a that used by another MPP Licensee. In addition to the foregoing, for the avoidance of doubt, Licensee agrees that it shall not: (a) register, apply to register or, in connection with the sale of any Licensed Product, use any trademark, logo or trade name which is identical to or confusingly similar (as Pfizer shall determine in its sole discretion) to any Pfizer Trademark; (b) use trade dress, packaging (both internal and external), or labeling which is the same as or similar to (as Pfizer shall determine in its sole discretion) that of Pfizer or any Affiliate of Pfizer in connection with the sale of any Licensed Product; or (c) give the impression to the public, to physicians or to the trade that Licensed Product Marks other than the right to use for purposes of fulfilling its manufacture and packaging obligations under this Agreement, if any. For clarity, Licensed Product Marks shall not include the corporate names and logos of Licensor. Licensee shall be solely responsible for the enforcement and defense of the Licensed Product is manufactured by or Marks in any way connected with Pfizer or any of its Affiliatesthe Territory, including the cost thereof.

Trademarks. No rights in any Pfizer Trademarks are granted to Licensee MPP or Sublicensees under this Agreement. MPP shall require that Sublicensees do not, and Licensee shall not appropriate or otherwise use, apply to register to use or register any Pfizer Trademarks on or in connection with the Licensed Product in the Territory, including without limitation in connection with the any sale, distribution, promotion, or marketing of the Licensed Product. A MPP will require that a complete description of any trademark proposed to be used or registered by Licensee Sublicensees in connection with the sale of the Licensed Product in the Territory shall be submitted to MPP to be transmitted to Pfizer for Pfizer’s written approval prior to use or filing an application to register such trademark. MPP shall promptly review such request and refer it to Pfizer. Licensee shall provide any additional information required by MPP in relation to such request. The response to Licensee for any request for Such written approval shall be given within thirty (30) days of following receipt by Pfizer from MPP of all the relevant documentation necessary to consider Licenseethe Sublicensee’s request. Such approval may be withheld if the subject trademark is determined by Pfizer, in its sole discretion, to be identical to or confusingly similar to any Pfizer Trademark; provided, however, that any such approval shall not waive any rights of Pfizer or its Affiliates with respect to the Pfizer Trademarks. Notwithstanding the foregoing, in reviewing and/or granting approval to Licensee for use of any trademark in connection with the sale of any Licensed Product, Licensee acknowledges and agrees that Pfizer shall have no obligation to assess the availability or validity of, or the ability of the Licensee to use, the proposed trademark or whether the proposed trademark is the same or is similar to any trademark proposed to be used by and/or approved by Pfizer for use by any other MPP Licensee in connection with the Compound or any Product or Licensed Product and Pfizer shall have no liability to Licensee where Licensee seeks to register or uses any trademark, logo or trade dress that is the same or similar to a that used by another MPP Licensee. In addition to the foregoing, for the avoidance of doubt, Licensee agrees MPP shall require that it shall Sublicensees do not: (a) register, apply to register or, in connection with the sale of any Licensed Product, use any trademark, logo trademark or trade name which is identical to or confusingly similar (as Pfizer shall determine in its sole discretion) to any Pfizer Trademark; (b) use trade dress, packaging (both internal and external), ) or labeling which is the same as or similar to (as Pfizer shall determine in its sole discretion) to that of Pfizer or any Affiliate of Pfizer in connection with the sale of any Licensed Product; or (c) give the impression to the public, to physicians or to the trade that the Licensed Product is manufactured by by, or in any way connected with with, Pfizer or any of its Affiliates. Notwithstanding the foregoing, in reviewing and/or granting approval to any Sublicensee for use of any trademark in connection with the sale of any Licensed Product, Pfizer shall have no obligation to assess the availability or validity of, or the ability of the Sublicensee to use, the proposed trademark or whether the proposed trademark is the same or is similar to any trademark proposed to be used by and/or approved by Pfizer for use by any other Sublicensee in connection with the Compound or any Product or Licensed Product and Pfizer shall have no liability to MPP or any Sublicensee where a Sublicensee seeks to register or uses any trademark, logo or trade dress that is the same or similar to that used by another Sublicensee.