Transitional Trademark License. Effective upon the Closing Date, the Seller and the Seller's affiliates hereby grant to the Company, the Subsidiaries of the Company and the Buyer a nonexclusive, nontransferable, royalty-free license, without right to sublicense, to use, solely in the Company's and its Subsidiaries' businesses as they are presently conducted, any and all trademarks, service marks, and trade names owned by the Seller and the Seller's affiliates solely to the extent appearing on existing inventory, advertising materials and property of the Company or its Subsidiaries (such as signage, vehicles, and equipment) (collectively "Seller's Marks") for a period of six (6) months from the Closing Date ("License Period"). The Buyer, the Company and its Subsidiaries may use such existing inventory, advertising materials and property during the License Period, but shall not create new inventory, advertising materials or property using Seller's Marks. The Buyer, the Company and its Subsidiaries shall promptly replace or remove Seller's Marks on inventory, advertising materials and Property, provided that all such use shall cease no later than the end of the License Period. The nature and quality of all uses of the Seller's Marks by the Buyer, the Company and its Subsidiaries shall conform to the Seller's existing quality standards. Immediately upon expiration of the License Period, the Buyer, the Company and its Subsidiaries shall cease all further use of Seller's Marks and shall adopt new trademarks, service marks, and trade names which are not confusingly similar to Seller's Marks. All rights not expressly granted in this section with respect to Seller's Marks are hereby reserved. In the event Buyer, the Company or its Subsidiaries materially breach the provisions of this section, the Seller may immediately terminate the License Period upon twenty (20) days written notice.
Transitional Trademark License. (a) As of the Closing Date and for a period of up to twenty-four months (24) months after the Closing Date, Seller hereby grants to Purchaser (or its Affiliates responsible for operating the Product Business after Closing or any Third Party manufacturers utilized by Purchaser in connection with the Product Business after the Closing Date), and Purchaser hereby accepts, a non-exclusive, non-transferable, non-sublicensable (except with respect to such Third Party manufacturers or Purchaser’s Affiliates), royalty-free, paid-up, license in the Territory under the Seller Marks, for use solely in connection with (i) Purchaser’s sale of the Inventory in the Territory, and (ii) Purchaser’s use of the Promotional Materials existing as of the Closing Date and transferred to Purchaser as part of the Purchased Assets, and (iii) the labeling on the Product manufactured by or on behalf of Purchaser as of and after the Closing; provided, however, that such license is being granted solely for transitional purposes and Purchaser shall therefore, notwithstanding the time period provided for above, use its commercially reasonable efforts to as quickly as is reasonably possible cease its use of the Seller Marks after the Closing, but in no event later than twenty-four (24) months after the Closing Date, or such later date (not to exceed an additional six (6) months) upon consent by Seller, such consent not be unreasonably withheld.
Transitional Trademark License. (a) Merck Serono hereby grants to BioMarin, and BioMarin hereby accepts, a non-exclusive, non-transferable, sublicensable (solely to BioMarin’s Affiliates and any Third Party acting on BioMarin’s behalf), royalty-free, fully paid-up, license in the Territory to use the Merck Serono Marks solely in connection with (i) the sale and distribution, in accordance with Law, in the Territory of the Transferred Inventory that are packaged or labeled with any Merck Serono Marks and (ii) the promotion of the Product, in accordance with Law, in the Territory through the use of Product Promotional Materials that contain Merck Serono Marks. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, BioMarin acknowledges and agrees that the license granted under this Section 4.04(a) is being granted solely for transitional purposes and BioMarin shall cease its use of the Merck Serono Marks upon expiration of the Sell-off Period.
Transitional Trademark License. (i) Braeburn hereby grants to Titan, and Titan hereby accepts, a non-exclusive, non-transferable, sublicensable (solely to Titan’s Affiliates and any Third Party acting on Titan’s behalf), royalty-free, fully paid-up, license in the Territory to use the Braeburn Marks until the expiration or earlier termination of the Transition Period, solely in connection with (A) the sale and distribution, in accordance with Law, in the Territory of the Transferred Inventory that are packaged or labeled with any Braeburn Marks and (B) the Promotion of the Product, in accordance with Law, in the Territory through the use of Transferred Promotional Materials that contain Braeburn Marks. Titan shall ensure that all use of the Braeburn Marks by Titan and its Affiliates after the Closing shall be only of a level of quality and compliance with Laws equal to or greater than the quality and compliance with Laws of the use of the Braeburn Marks prior to the Closing, and shall not use the Braeburn Marks in any manner that may damage or tarnish the goodwill associated therewith or the reputation or goodwill of Braeburn. In no event shall Titan or any of its Affiliates (1) use any Braeburn Marks in any manner or for any purpose different from the use of such Braeburn Marks by Braeburn immediately prior to the Effective Date to market, distribute and sell the Licensed Products in the Territory, or (2) manufacture or produce, or cause or permit any Third Party to manufacture or produce, any new labels, packaging or advertising, marketing or sales and Promotional materials using or otherwise incorporating any Braeburn Marks in any manner. Notwithstanding the foregoing, Titan acknowledges and agrees that (x) the license granted under this Section 4(b)(i) is being granted solely for transitional purposes and Titan shall cease its use of the Braeburn Marks upon expiration of the Transition Period, (y) it shall have no right to sublicense or otherwise transfer its rights under this Section 4(b)(i) to any Third Party and (z) to the extent it is commercially reasonable to do so, it shall promptly replace any Braeburn Marks with Titan’s logos or tradename in all marketing materials with respect to the Licensed Product.
Transitional Trademark License. (a) Subject to the terms and conditions of this Agreement, Company and 3M IPC, on behalf of themselves and their Subsidiaries, grant to Licensee a worldwide, royalty-free, non-exclusive, non-sublicensable and non-assignable (except as set forth in Section 9.2) license, during the Term, to use the Licensed Trademarks solely in connection with the marketing, promotion, distribution and sale (or having sold) of the Licensed Products (and on related promotional materials and literature, as set forth in Article 4); provided that such uses shall be solely in substantially the same manner used by the SpinCo Business as of the Closing Date and in connection with Licensee’s transition from the Licensed Trademarks; provided further that Licensee uses commercially reasonable efforts to minimize use of such Licensed Trademarks.
Transitional Trademark License. 2.5.1 AstraZeneca hereby grants to Horizon and its Affiliates, and Horizon hereby accepts, a non-exclusive, non-transferable, royalty-free, fully paid-up, license in the Horizon Territory to use the AstraZeneca Marks (a) during the period from the Closing Date until all Product samples that contain AstraZeneca’s NDC have been distributed, but in no event later than March 31, 2014, to distribute Product samples in the Horizon Territory and (b) during the period from the Closing Date until December 31, 2013, (i) to use the Product Promotional Materials in the form provided by AstraZeneca at the Closing in connection with the promotion of such Products in the Horizon Territory and (ii) in connection with AstraZeneca’s sale of the Product in the Horizon Territory on behalf of Horizon pursuant to the Transition Agreement.
Transitional Trademark License. Subject to the terms and conditions of this Agreement, effective as of the Effective Time, Rayonier hereby grants (or shall cause the applicable member of the Rayonier Group to grant) to the SpinCo Group, for the six (6)-month period immediately after the Distribution Date, a non-exclusive, fully paid-up, worldwide, non-sublicensable, non-assignable, royalty-free and irrevocable (unless terminated in accordance with Section 6.05 or Article IX) license to use the Rayonier Name and Rayonier Marks (in addition to the other rights granted to the SpinCo Group under this Article II) solely in connection with (a) any and all inventory for sale that bears or incorporates the Rayonier Name and Rayonier Marks; (b) facilities, locations, buildings, machines or equipment, or other fixed assets, bearing or using the Rayonier Name and Rayonier Marks as of the Distribution Date; and (c) labels, invoices, bills of lading, signage and other documents and identifiers bearing or incorporating the Rayonier Name and Rayonier Marks as of the Distribution Date; provided that, as of the end of such six (6)-month period, SpinCo shall (and shall cause each other member of the SpinCo Group to) discontinue any and all use of such Rayonier Name and Rayonier Marks unless otherwise in compliance with this Agreement. This Section 2.06 is not intended to and shall not preclude or limit any use of the Licensed Trademarks by SpinCo or the other members of the SpinCo Group in accordance with the other provisions of this Agreement.
Transitional Trademark License. Seller hereby grants to Purchaser a non-exclusive, worldwide, royalty-free right and license to use the “IntegenX” trademark and related artwork (the “IntegenX Marks”), solely to sell the Finished Inventory and Work in Process for a period of six (6) months following the Closing Date. Purchaser acknowledges Seller’s exclusive right, title and interest in and to the IntegenX Marks and any registrations that have issued thereon, and will not at any time do or cause to be done any act or thing impairing or tending to impair part of such right, title and interest. Purchaser agrees to cooperate with Seller in satisfying any requirements for protection, registration or enforcement of the IntegenX Marks in connection with Purchaser’s exercise of this license. Upon expiration of this Section 4.5(a), Purchaser will cease from all use of the IntegenX Marks in any way.
Transitional Trademark License. To the extent any Excluded Trademarks (or any Trademarks owned or sublicensable by any Seller Party) are displayed on or included in any of the Acquired Assets as of the Closing, Sellers hereby grant to Buyer and its Affiliates a limited, royalty-free, fully paid up, worldwide, non-exclusive license, solely for a period of three months immediately following the Closing, to continue to use and display such Trademarks in a manner substantially consistent with the manner already displayed on such Acquired Assets as of the Closing.
Transitional Trademark License. 2.5.1 Seller hereby grants to Buyer (or its Affiliates responsible for operating the Product Business after Closing), and Buyer hereby accepts, a non-exclusive, non-transferable, non-sublicensable (except with respect to such Buyer Affiliates), royalty-free, fully paid-up, license in the Territory to use the Seller Marks solely in connection with the sale and distribution in the Territory of Seller-labeled Product transferred to Buyer as part of the Purchased Assets. Notwithstanding the foregoing, Buyer acknowledges and agrees that the license granted under this Section 2.5.1 is being granted solely for transitional purposes and Buyer shall cease its use of the Seller Marks upon the first to occur of (a) the latest of (i) the sale of all Seller-labeled Product in existence on the Closing Date, (ii) approval by the FDA of removal of the Seller Marks from the REMS supporting documentation, and (iii) the inclusion of Buyer’s biologics license number, name, corporate logo and NDC on Product labeling; provided that Buyer shall file to seek such approvals from the FDA, or, in the event Seller files to seek any such approvals, Buyer shall reasonably cooperate with Seller with respect to such filing(s), in each case no later than the 30th day following the Closing Date, and (b) the first anniversary of the Closing Date; provided that in the event Buyer has not received such approvals from the FDA by the first anniversary of the Closing Date, Seller shall reasonably consider extending for a reasonable additional period of time the license rights set forth in this Section 2.5.1.
