Transferred Trademarks. Schedule 1.1P is hereby amended and restated in its entirety to read as follows. NEXTSTEP RCTZ500030 T/2125.US09 U.S. 9 2,115,573 25NO1997 75/136,432 19JL1996 25NO2007 LORAIN RCTZ 5 00039 T/2126.US1 U.S. 9 621,756 21FE1956 689,229 09JE1955 21FE2006 LORAIN RCTZ 5 00041 T/2126.US2 U.S. 9 774,878 11AU1964 175,590 22AU1963 11AU2004 (Filed) LORAIN RCTZ 5 00048 T/2126.US3 U.S. 9 1,075,411 18OC1977 100,036 16SE1976 18OC2007 LORAIN RCTZ 5 00048 AR T/2126.AR09 Argentina 9 1,611,431 13AU1996 1,997,034 13AU2006 LORAIN RCTZ 5 00048 BN T/2126.BN09 Benelux 9 343,847 24AU1977 617,929 01MR1977 01MR2007 LORAIN RCTZ 5 00048BR T/2126.BR9.2 Brazil 9.2 819381829 23MR1999 819381829 17JL1996 23MR2009 LORAIN RCTZ 5 00048BR T/2126.BR9.1 Brazil 9.1 81938137 22JE1999 81938137 17JL1996 22JE2009 LORAIN RCTZ 5 00048 CA T/2126.CA21 Canada N/A 202,166 04OC1974 365,332 12JE1973 04OC2004 (Filed) LORAIN RCTZ 5 00048CH T/2126.CH09 Chile 9 558,359 12JA2000 456,252 28JL1999 12JA2010 LORAIN RCTZ 5 00048 CN T/2126.CN09 China 9 1066021 28JL1997 960065870 03JE1996 28JL2007 LORAIN RCTZ 5 00048 CR T/2126.CR09 Costa Rica 9 83241 15JL1993 15JL2013 LORAIN RCTZ 5 00048 EU T/2126.CT09 Europe 9 130641 06OC1998 130641 01AP1996 01AP2006 LORAIN RCTZ 5 00048 FR T/2126.FR09 France 9 1,394,834 19FE1987 241,581 09MR1977 18FE2007 LORAIN RCTZ 5 00048 GE T/2126.GE09 Germany 9 972,906 27JE1978 L21 595.9 WZ 10MR1977 31MR2007 LORAIN RCTZ 5 00048 HK T/2126.HK09 Hong Kong 9 07049 07JE1999 96.1131 10SE1996 10MR2004 (Filed) LORAIN RCTZ 5 00048 ID T/2126.ID07 Indonesia 7 350830 17DE1996 H4H001012099 18NO1994 10NO2014 LORAIN RCTZ 5 00048 IN T/2126.IN09 India 9 728105B 17FE2003 728105 16AP1996 16AP2010 LORAIN RCTZ 5 00048 KR T/2126.KR39 Korea 39 97461 22DE1983 22DE2003 (Filed) LORAIN RCTZ 5 00048 MA T/2126.MA09 Malaysia 9 MA.5511.96 24MY1996 Pending Status Inquiry made LORAIN RCTZ 5 00048 MX T/0000.XX Mexico 21,7,8, 9,11,12,16,17 191083 07DE1988 07DE1988 07JE2004 (Filed) LORAIN RCTZ 5 00048 PE T/2126.PE09 Peru 9 090628 23AP1991 179587 21DE1990 23AP2006 LORAIN RCTZ 5 00048 ZA T/2126.SA09 S. Africa 9 1,075,411 27MR1979 79.1668 18OC1977 27MR2009
Transferred Trademarks. Prior to the date hereof, the Company assigned to an Affiliate of the Sellers the trademarks and trademark applications set forth in SCHEDULE 4.12 (the "TRANSFERRED TRADEMARKS"). The Purchaser acknowledges that it is aware of the assignment of the Transferred Trademarks, and the Purchaser and the Company hereby waive any rights and claims of any kind that they may have therein or in respect thereof, except as otherwise granted to the Company and TSI in the trademark license agreement relating to the "Lexington" trademark delivered to the Company at Closing (the "TRADEMARK LICENSE").
Transferred Trademarks. TRADEMARK LEGAL-OWNER COUNTRY REGISTRATION DATE REGISTRATION NUMBER NEXT RENEWAL DATE PARLODEL(LOCAL SCRIPT) 溴隐亭 Novartis AG China 1985-09-15 232909 2015-09-15 PARLODEL (LOCAL SCRIPT) 保乳调 Novartis AG Taiwan 1988-04-01 392373 2016-05-31
Transferred Trademarks. (a) Seller agrees that, other than the rights granted in Section 5.11(c), after the Closing, neither Seller nor any of its Subsidiaries shall have any right, title, interest, license or any other right whatsoever in the Transferred Trademarks.
(b) Immediately following the Closing, Seller and its Subsidiaries shall cease and discontinue any use of marketing and promotional materials, invoices, business cards, schedules, stationery, technical guidelines, product manuals, packing materials and other supplies and similar materials, that incorporate the Transferred Trademarks and shall, at Seller’s sole cost and expense, remove all Transferred Trademarks from all such supplies and materials.
(c) As promptly as practicable after the Closing but in no event later than two (2) months after the Closing Date, Seller shall cause its Subsidiaries to, at Seller’s sole cost and expense, change its name, to the extent applicable, to remove the word Comprimo or Chemetics or any other Transferred Trademark or any derivations or translation thereof, including filings with the applicable Governmental Authority of each jurisdiction in which the ownership or the operation of any applicable Subsidiary of Seller or the character of its activities is such as to require it to be licensed or qualified in such jurisdiction, and providing notice to all customers, vendors and other suppliers of such name change. As promptly as practicable after the Closing but in no event later than six (6) months after the Closing Date, Seller shall,
Transferred Trademarks. Except as set forth in Schedule 3.8 of Seller’s Disclosure Schedules or as indicated in Exhibit 2.1(a)(iii):
(a) Seller has not granted any third party (other than Affiliates of Seller) any rights in the Transferred Trademarks nor entered into any agreement with any third party in conflict with the transfer of the Transferred Trademarks as contemplated in this Agreement;
(b) To Seller’s Knowledge, all of the Transferred Trademarks are valid and enforceable, and have not been adjudged unenforceable in whole or part;
(c) To Seller’s Knowledge, no third party (other than Affiliates of Seller) is engaging in any activity that infringes upon the use of the Transferred Trademarks; and
(d) To Seller’s Knowledge, the use of the Transferred Trademarks associated with the sale of Products does not infringe upon the trademark rights of any Person.
Transferred Trademarks. Section 1.02(a)(iv) Transitional Services Agreement.............................................................Section 11.03
Transferred Trademarks. (i) Within a reasonable period of time after the Effective Date (but in no event more than […***…] after the Effective Date), Gilead shall provide to Galapagos copies of trademark applications and registrations for the Transferred Trademarks (including copies of any filings or communications to or from any trademark office or other Governmental Authority with respect to the Transferred Trademarks), solely to the extent such information is not publicly available.
(ii) Gilead (on behalf of itself and its Affiliates) hereby transfers and assigns to Galapagos exclusively, irrevocably, and unconditionally, free and clear of any Encumbrances and at no cost or expense to Galapagos all of Gilead’s and its Affiliates’ right, title and interest in and to the Transferred Trademarks, including the priority rights related to the Transferred Trademarks, the goodwill associated with the Transferred Trademarks, and any and all rights to bring an action, whether at law or in equity, for infringement, dilution, misappropriation, misuse or other violation of the foregoing Transferred Trademark by a Third Party (“Product Trademark Infringements”), and all rights to secure and recover damages, profits and injunctive relief for all past, present or future infringement, dilution, misappropriation, misuse, or other violation, whether occurring before or after this assignment. On or promptly after the Effective Date, Gilead Sciences Ireland UC and Gilead shall execute the Trademark Assignment Agreement. Gilead and its Affiliates shall also execute and deliver such documents, make reasonably available such information and materials Controlled by and in the possession of Gilead, if any, and take such other actions requested by Galapagos, as are reasonably necessary to enable Gilead to transfer such interest in the Product Trademark Infringements to Galapagos, or its Affiliates. Galapagos shall be solely responsible for recording the assignment of the Transferred Trademarks, including payment of all associated fees and costs and updating chain-of-title for such registrations and applications. Gilead and its Affiliates shall execute and deliver such documents and take such other actions requested by Galapagos as are reasonably necessary to enable Galapagos, or its Affiliate(s), to record the change and effectuate the transfer in title of the Transferred Trademarks.
Transferred Trademarks. From and after the Closing, Seller shall not use and shall cause its Subsidiaries and Affiliates not to use (i) the terms “Birdstep”, “Bird Step” or any similar name, (ii) any of the domain names or URLs owned by the Company at Closing, or (iii) any Trademarks or trade name owned by the Company at Closing; provided, that Seller shall have thirty (30) days after Closing to remove the name “Birdstep” from its signs, advertisements, marketing brochures, purchase orders, invoices, sales orders, labels, letterheads, shipping documents, packaging materials for products and other materials. Buyer acknowledges that the change of Seller’s name must be approved by a general meeting of shareholders of Seller, the approval of which Seller cannot guarantee, however, Seller will propose such name change at its extraordinary general meeting to consider the Transaction and if not so approved at such meeting, Seller will use its best efforts to procure such name change within one hundred eighty (180) days after Closing.
Transferred Trademarks. From and after the Closing, none of the Sellers shall use, directly or indirectly, (i) the term “iMobileMagic”, or any similar name, (ii) any of the domain names or URLs owned or used by the Company on the Closing Date, or (iii) any Trademarks or trade name owned by the Company at Closing.
Transferred Trademarks. (a) Seller agrees that, other than the rights granted in Section 5.11(c), after the Closing, neither Seller nor any of its Subsidiaries shall have any right, title, interest, license or any other right whatsoever in the Transferred Trademarks.
(b) Immediately following the Closing, Seller and its Subsidiaries shall cease and discontinue any use of marketing and promotional materials, invoices, business cards, schedules, stationery, technical guidelines, product manuals, packing materials and other supplies and similar materials, that incorporate the Transferred Trademarks and shall, at Seller’s sole cost and expense, remove all Transferred Trademarks from all such supplies and materials.
(c) As promptly as practicable after the Closing but in no event later than two (2) months after the Closing Date, Seller shall cause its Subsidiaries to, at Seller’s sole cost and expense, change its name, to the extent applicable, to remove the word Comprimo or Chemetics or any other Transferred Trademark or any derivations or translation thereof, including filings with the applicable Governmental Authority of each jurisdiction in which the ownership or the operation of any applicable Subsidiary of Seller or the character of its activities is such as to require it to be licensed or qualified in such jurisdiction, and providing notice to all customers, vendors and other suppliers of such name change. As promptly as practicable after the Closing but in no event later than six (6) months after the Closing Date, Seller shall, and shall cause its Subsidiaries to, at Seller’s sole cost and expense, remove or obliterate all Transferred Trademarks from any signs or displays and cease any other use of the Transferred Trademarks. Immediately upon the Closing, Seller shall, and shall cause its Subsidiaries to cease holding themselves out as having any affiliation with Comprimo or Chemetics.
(d) At Closing, Seller will host a webpage for a period of twelve (12) months that (i) indicates that, as of the Closing Date, the Business is owned by Buyer; and (ii) redirects the user to Buyer’s website. The Parties shall consult with, and consider in good faith any comments of, the other Party with respect to such webpage copy, subject to Buyer’s approval which is not to be unreasonably withheld, conditioned or delayed.
