Common use of Transitional Names Clause in Contracts

Transitional Names. Following the Distribution Time, except as set forth in any Ancillary Agreement, the Pluto Group shall, as soon as practicable, but in no event later than ninety (90) days following the Distribution Time, (i) cease to use any Transitional Names and hold themselves out as having any affiliation with the Spinco Group, and (ii) strike over, or otherwise obliterate all Transitional Names from the Pluto Assets and all assets and other materials owned by the Pluto Group, including any sales and product literature, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software and other materials and systems; provided that, for a period of three (3) years following the Distribution Time, the Pluto Group shall receive a non-exclusive, non-assignable, royalty-free license to use such Transitional Names (A) with respect to any inventory of products in the Pluto Group’s possession as of the Distribution Time, until such inventory is depleted and (B) with respect to any products for which such Transitional Names are required to be used under a Regulatory Approval, until the use of such Transitional Names is no longer required under a Regulatory Approval and Pluto shall coordinate with Spinco and take such steps reasonably necessary to obtain or change the applicable Regulatory Approval to ensure that the use of such Transitional Names is no longer required; provided further that, with respect to the foregoing (B), if the Pluto Group has been diligent in its efforts to transition from one or more Transitional Names to different Trademarks, but due to circumstances outside the Pluto Group’s reasonable control, the Pluto Group will not be able to so transition by expiration of the three (3) year period, the Pluto Group may extend such period with respect to such Transitional Names for up to two (2) additional periods of twelve (12) months each so long as the Pluto Group remains diligent with respect to such transition during such extension and upon Spinco’s request, provides written notice of the need for any such extension. Any use by the Pluto Group of any of the Transitional Names as permitted in this Section 5.01(b) is subject to their use of the Transitional Names in the same form and manner, and with standards of quality, of that in effect for the Transitional Names as of the Distribution Time. The Pluto Group shall not use the Transitional Names in a manner that may reflect negatively on such name and marks or on Spinco or any of its Affiliates. If Spinco determines, in its reasonable judgment, that any of the Pluto Group has failed to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Spinco or any of its Affiliates in relation to the use of the Transitional Names, it shall promptly provide written notice to Pluto, and the applicable members of the Pluto Group shall have sixty (60) days to cure such breach. If such breach has not been cured after sixty (60) days, Spinco shall have the right to terminate the foregoing license. Pluto shall indemnify and hold harmless the Spinco Group and its Affiliates for any Losses arising from or relating to the use by the Pluto Group of the Transitional Names pursuant to this Section 5.01(b).

Transitional Names. Following the Distribution Time, except as set forth in any Ancillary AgreementEffective Date, the Pluto Pfizer Group shall, as soon as practicable, but in no event later than ninety (90) days following the Distribution TimeEffective Date, (i) cease to use any Transitional Names and hold themselves out as having any affiliation with the Spinco Company Group, and (ii) strike over, or otherwise obliterate all Transitional Names from the Pluto Excluded Assets and all assets and other materials owned by the Pluto Pfizer Group, including any sales and product literature, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software computer software and other materials and systems; provided that, for a period of three (3) years following the Distribution TimeEffective Date, the Pluto Group shall receive a non-exclusive, non-assignable, royalty-free license to use such Transitional Names (Aa) with respect to any inventory of products in the Pluto Pfizer Group’s possession as of the Distribution TimeEffective Date, the Pfizer Group shall be permitted to use such Transitional Names until such inventory is depleted and (Bb) with respect to any products for which such Transitional Names are required to be used under a Regulatory Approval, the Pfizer Group shall be permitted to continue to use such Transitional Names until the use of such Transitional Names is no longer required under a Regulatory Approval and Pluto Pfizer shall coordinate with Spinco the Company and take such steps reasonably necessary to obtain or change the applicable Regulatory Approval to ensure that the use of such Transitional Names is no longer required; provided further that, with respect to the foregoing (Bb), if the Pluto Pfizer Group has been diligent in its efforts to transition from one or more Transitional Names to different Trademarks, but due to circumstances outside the Pluto Pfizer Group’s reasonable control, the Pluto Pfizer Group will not be able to so transition by expiration of the three (3) year period, the Pluto Pfizer Group may extend such period with respect to such Transitional Names for up to two (2) additional periods of twelve (12) months each so long as the Pluto Pfizer Group remains diligent with respect to such transition during such extension and upon Spincothe Company’s request, provides written notice of the need for any such extension. Any use by the Pluto Pfizer Group of any of the Transitional Names as permitted in this Section 5.01(b) 5.03 is subject to their use of the Transitional Names in the same form and manner, and with standards of quality, of that in effect for the Transitional Names as of the Distribution TimeEffective Date. The Pluto Pfizer Group shall not use the Transitional Names in a manner that may reflect negatively on such name and marks or on Spinco Pfizer or any of its Affiliates. If Spinco determinesWithout limitation to any other remedies, in its reasonable judgmentthe Company shall have the right to terminate the foregoing license, that effective immediately, if any of the Pluto Pfizer Group has failed fails to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Spinco the Company or any of its Affiliates in relation to the use of the Transitional Names, it shall promptly provide written notice to Pluto, and the applicable members of the Pluto Group shall have sixty (60) days to cure such breach. If such breach has not been cured after sixty (60) days, Spinco shall have the right to terminate the foregoing license. Pluto Pfizer shall indemnify and hold harmless the Spinco Company Group and its Affiliates for any Losses arising from or relating to the use by the Pluto Pfizer Group of the Transitional Names pursuant to this Section 5.01(b)5.03. For purposes of clarity, nothing in this Section 5.03 shall preclude any uses of the Transitional Names by the Pfizer Group that are required or otherwise not prohibited under applicable Law, including uses of the Transitional Names not in commerce, uses that would not cause confusion as to the origin of a good or service, and references to the Transitional Names in historical, tax, and similar records.

Transitional Names. Following the Distribution Time, except as set forth in any Ancillary AgreementEffective Date, the Pluto Pfizer Group shall, as soon as practicable, but in no event later than ninety (90) days following the Distribution TimeEffective Date, (i) cease to use any Transitional Names and hold themselves out as having any affiliation with the Spinco Company Group, and (ii) strike over, or otherwise obliterate all Transitional Names from the Pluto Excluded Assets and all assets and other materials owned by the Pluto Pfizer Group, including any sales and product literature, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software computer software and other materials and systems; provided that, for a period of three (3) years following the Distribution TimeEffective Date, the Pluto Group shall receive a non-exclusive, non-assignable, royalty-free license to use such Transitional Names (Aa) with respect to any inventory of products in the Pluto Pfizer Group’s 's possession as of the Distribution TimeEffective Date, the Pfizer Group shall be permitted to use such Transitional Names until such inventory is depleted and (Bb) with respect to any products for which such Transitional Names are required to be used under a Regulatory Approval, the Pfizer Group shall be permitted to continue to use such Transitional Names until the use of such Transitional Names is no longer required under a Regulatory Approval and Pluto Pfizer shall coordinate with Spinco the Company and take such steps reasonably necessary to obtain or change the applicable Regulatory Approval to ensure that the use of such Transitional Names is no longer required; provided further that, with respect to the foregoing (Bb), if the Pluto Pfizer Group has been diligent in its efforts to transition from one or more Transitional Names to different Trademarks, but due to circumstances outside the Pluto Pfizer Group’s 's reasonable control, the Pluto Pfizer Group will not be able to so transition by expiration of the three (3) year period, the Pluto Pfizer Group may extend such period with respect to such Transitional Names for up to two (2) additional periods of twelve (12) months each so long as the Pluto Pfizer Group remains diligent with respect to such transition during such extension and upon Spinco’s the Company's request, provides written notice of the need for any such extension. Any use by the Pluto Pfizer Group of any of the Transitional Names as permitted in this Section 5.01(b) 5.03 is subject to their use of the Transitional Names in the same form and manner, and with standards of quality, of that in effect for the Transitional Names as of the Distribution TimeEffective Date. The Pluto Pfizer Group shall not use the Transitional Names in a manner that may reflect negatively on such name and marks or on Spinco Pfizer or any of its Affiliates. If Spinco determinesWithout limitation to any other remedies, in its reasonable judgmentthe Company shall have the right to terminate the foregoing license, that effective immediately, if any of the Pluto Pfizer Group has failed fails to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Spinco the Company or any of its Affiliates in relation to the use of the Transitional Names, it shall promptly provide written notice to Pluto, and the applicable members of the Pluto Group shall have sixty (60) days to cure such breach. If such breach has not been cured after sixty (60) days, Spinco shall have the right to terminate the foregoing license. Pluto Pfizer shall indemnify and hold harmless the Spinco Company Group and its Affiliates for any Losses arising from or relating to the use by the Pluto Pfizer Group of the Transitional Names pursuant to this Section 5.01(b)5.03. For purposes of clarity, nothing in this Section 5.03 shall preclude any uses of the Transitional Names by the Pfizer Group that are required or otherwise not prohibited under applicable Law, including uses of the Transitional Names not in commerce, uses that would not cause confusion as to the origin of a good or service, and references to the Transitional Names in historical, tax, and similar records.