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. (b) To the extent that Purchaser is utilizing the transitional trademark license set forth in Section 8.4(a), Purchaser shall not (i) add any marks to, or otherwise alter, the Seller Marks as used in the Product Business as of the Closing Date (except as required by Applicable Law); (ii) change in any way the style of the Seller Marks as used in the Product Business as of the Closing Date; or (iii) otherwise use the Seller Marks in any manner other than as specifically provided in this Section 8.4. (c) Purchaser acknowledges Seller’s ownership of the Seller Marks, shall do nothing inconsistent with such ownership, and agrees not to challenge Seller’s title to the Seller Marks. Nothing in this Agreement shall give Purchaser any right, title or interest in the Seller Marks other than the right to use the Seller Marks strictly in accordance with this Section 8.4. All use of the Seller Marks by Purchaser under this Section 8.4 shall conform to the standards followed by Seller in operating the Product Business prior to the Closing Date, and Seller shall have the right to review the standards used by Purchaser to operate the Product Business after the Closing Date to ensure Purchaser’s compliance with this requirement related to the Seller Marks. (d) Purchaser shall not have the right to, and shall not, sublicense, assign, pledge, grant or otherwise encumber or transfer to any Third Party any rights licensed by Seller to Purchaser under Section 8.4(a) without Seller’s prior written consent. The Parties understand and agree that, in addition to all other legal remedies, Seller shall be entitled to immediate injunctive relief in order to enforce the terms of this Section 8.4. (e) Nothing in this Section 8.4, or any other provision of this Agreement or any provision of the Ancillary Agreements, shall grant the Purchaser any rights in any of Seller’s Internet domain names, registrations or applications for registration, or renewals thereof, registered in the United States or any other country or jurisdiction throughout the world, except as such Internet domain names, registrations or applications for registration, or renewals thereof are included as part of the Purchased Assets. (f) Following the Closing, Purchaser shall promptly and at its own expense use commercially reasonable efforts to obtain such FDA approvals necessary for Purchaser Labeling for the Product to be manufactured after the Closing and, promptly comply with such FDA approvals upon receipt thereof.
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Samples: Asset Purchase Agreement (Horizon Pharma PLC), Asset Purchase Agreement (Vidara Therapeutics International LTD), Asset Purchase Agreement (Intermune Inc)
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, 2.5.1 Seller hereby grants to Purchaser Buyer (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 DateClosing), and Purchaser Buyer hereby accepts, a non-exclusive, non-transferable, non-sublicensable (except with respect to such Third Party manufacturers or Purchaser’s Buyer Affiliates), royalty-free, fully paid-up, license in the Territory under to use the Seller Marks, for use Marks solely in connection with (i) Purchaser’s the sale of the Inventory and distribution in the Territory, and (ii) Purchaser’s use Territory of the Promotional Materials existing as of the Closing Date and Seller-labeled Product transferred to Purchaser Buyer as part of the Purchased Assets. Notwithstanding the foregoing, Buyer acknowledges and (iii) agrees that the labeling on the Product manufactured by or on behalf of Purchaser as of and after the Closing; provided, however, that such license granted under this Section 2.5.1 is being granted solely for transitional purposes and Purchaser Buyer 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 upon the Closing, but first to occur of (a) the latest of (i) the sale of all Seller-labeled Product in no event later than twenty-four (24) months after existence on the Closing Date, or (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 date (not to exceed an additional six (6) months) upon consent by Sellerthan the 30th day following the Closing Date, such consent not be unreasonably withheld.
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.
2.5.2 To the extent that Purchaser Buyer is utilizing the transitional trademark license set forth granted by Seller in Section 8.4(a2.5.1, Buyer shall, and shall cause its Affiliates to, (a) comply with all Trademark usage guidelines as may be reasonably specified from time to time by Seller with respect to the manner of use of the Seller Marks; (b) except as required pursuant to the preceding clause (a), Purchaser shall not (i) use or add any marks toother labels or Trademarks with, or otherwise alter, the Seller Marks as used in the Product Business as of the Closing Date (except as required by Applicable Law); (ii) or change in any way the style of the Seller Marks as used in the Product Business as of the Closing Date, in each case in this clause (b), except as otherwise agreed to or directed by Seller; or (iiic) otherwise use the Seller Marks solely in any a manner other than consistent with the quality of goods offered under the Seller Marks as specifically provided in this Section 8.4.
of the Closing; and (cd) Purchaser acknowledges at Seller’s ownership request, furnish to Seller representative samples of all Product labeling and other materials bearing any of the Seller Marks, Marks for quality control purposes.
2.5.3 Buyer shall do nothing inconsistent with such ownershipnot, and agrees it shall cause its Affiliates not to to, (a) directly or indirectly, at any time challenge Seller’s title to the Seller Marks. Nothing in this Agreement shall give Purchaser any rightrights, title or interest in and to the Seller Marks or in any registration or registration application therefor; (b) do or cause to be done or fail to do anything, the doing, causing or failing of which would contest or in any way impair or tend to impair Seller’s rights in and to the Seller Marks or in any registrations or registration applications therefor; (c) represent to any Third Party that it has, in any jurisdiction, any ownership rights in or to the Seller Marks or any other rights in the Seller Marks other than the right specific rights conferred by this Agreement; (d) register or attempt to use register the Seller Marks strictly or any confusingly similar Trademark as a Trademark with any Governmental Authority in accordance its own name or in the name of any Third Party in any jurisdiction; or (e) do any act that endangers, destroys or adversely affects the Seller Marks or the value of the goodwill associated with this the Seller Marks.
2.5.4 Buyer hereby acknowledges and agrees that (a) as between the Parties, Seller has exclusive right, title and interest in and to the Seller Marks and to any registration or registration application therefor, (b) nothing herein shall be construed to accord it any rights in the Seller Marks, except for the limited license right expressly conferred by Section 8.4. All 2.5.1, (c) no ownership rights are vested or created in the Seller Marks anywhere in the world by the license granted in Section 2.5.1 and (d) all use of the Seller Marks by Purchaser under this Section 8.4 Buyer, its Affiliates and its permitted sublicensees, and all goodwill generated in connection therewith, shall conform inure solely for and to the standards followed by Seller in operating the Product Business prior to the Closing Date, and Seller shall have the right to review the standards used by Purchaser to operate the Product Business after the Closing Date to ensure Purchaser’s compliance with this requirement related to the Seller Marks.
(d) Purchaser shall not have the right to, and shall not, sublicense, assign, pledge, grant or otherwise encumber or transfer to any Third Party any rights licensed by Seller to Purchaser under Section 8.4(a) without Seller’s prior written consent. The Parties understand and agree that, in addition to all other legal remedies, Seller shall be entitled to immediate injunctive relief in order to enforce the terms of this Section 8.4.
(e) Nothing in this Section 8.4, or any other provision of this Agreement or any provision of the Ancillary Agreements, shall grant the Purchaser any rights in any benefit of Seller’s Internet domain names, registrations or applications for registration, or renewals thereof, registered in the United States or any other country or jurisdiction throughout the world, except as such Internet domain names, registrations or applications for registration, or renewals thereof are included as part of the Purchased Assets.
(f) Following the Closing, Purchaser shall promptly and at its own expense use commercially reasonable efforts to obtain such FDA approvals necessary for Purchaser Labeling for the Product to be manufactured after the Closing and, promptly comply with such FDA approvals upon receipt thereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Aegerion Pharmaceuticals, Inc.), Asset Purchase Agreement (Aegerion Pharmaceuticals, Inc.)
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 the ADC Group 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)Buyers, and Purchaser Buyers hereby acceptsaccept, a non-exclusive, non-transferable, non-sublicensable (except with respect to such Third Party manufacturers or Purchaser’s Affiliates), royalty-free, paid-up, worldwide license to use all of the trademarks used in the Territory under BCD Business as of the Seller Closing Date (as such trademarks are then being used in the BCD Business) which are not part of the Purchased BCD Intellectual Property ("ADC Marks, for use solely in connection with ") as follows: (i) Purchaser’s sale for a period of up to nine (9) months after the Closing Date, on the Inventory in the Territory, and (ii) Purchaser’s use of the Promotional Materials existing as of the Closing Date and transferred on BCD Products produced by Buyers as provided under Section 5.24(a)(ii); (ii) for a period of up to Purchaser sixty (60) days after the Closing Date, on BCD Products produced by Buyers as part a result of the Purchased Assets, inclusion of the ADC Marks in tooling used to produce BCD Products; and (iii) for a period of up to sixty (60) days after the labeling on Closing Date, as a part of printed material relating to the Product manufactured by or on behalf of Purchaser BCD Business, such as product and employee manuals, existing as of and after the ClosingClosing Date; provided, however, that such license is being granted solely for transitional purposes and Purchaser that Buyers shall therefore, notwithstanding the time period periods provided for above, use its their commercially reasonable best efforts to as quickly as is reasonably possible cease its their use of the Seller ADC Marks after the Closing, but in no event later than twenty-four (24) months as +soon as practicable 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.
(b) To the extent that Purchaser is utilizing the transitional trademark license set forth in Section 8.4(a), Purchaser Buyers shall not (i) add any other labels or marks to, or otherwise alter, the Seller ADC Marks as used in the Product BCD Business as of the Closing Date (except as required by Applicable Lawlaw); (ii) change in any way the style of the Seller ADC Marks as used in the Product BCD Business as of the Closing Date; or (iii) otherwise use the Seller ADC Marks in any manner other than as specifically provided in this Section 8.45.24.
(c) Purchaser acknowledges Seller’s Buyers acknowledge the ADC Group's ownership of the Seller ADC Marks, shall do nothing inconsistent with such ownership, agree that all use of the ADC Marks by Buyers shall inure to the benefit and agrees be on behalf of the ADC Group, and agree not to challenge Seller’s attack the title of the ADC Group to the Seller ADC Marks. Nothing in this Agreement shall give Purchaser Buyers any right, title or interest in the Seller ADC Marks other than the right to use the Seller ADC Marks strictly in accordance with this Section 8.45.24. All use of the Seller ADC Marks by Purchaser Buyers under this Section 8.4 5.24 shall conform to the standards followed by Seller the Sellers in operating the Product BCD Business prior to the Closing Date, and Seller the ADC Group shall have the right to review the standards used by Purchaser Buyers to operate the Product BCD Business after the Closing Date to ensure Purchaser’s Buyers' compliance with this requirement related to the Seller Marksrequirement.
(d) Purchaser Buyers shall not have the right to, and shall not, sublicense, assign, pledge, grant or otherwise encumber or transfer to any Third Party third party any rights licensed by Seller the ADC Group to Purchaser Buyers under this Section 8.4(a) 5.24 without Seller’s the ADC Group's prior written consent. The Parties parties understand and agree that, in addition to all other legal remedies, Seller the ADC Group shall be entitled have a right to immediate injunctive relief in order to enforce the terms of this Section 8.45.24.
(e) Nothing in this Section 8.45.24, or any other provision of this Agreement or any provision of the Ancillary Agreements, shall grant the Purchaser Buyers any rights in any of Seller’s Internet domain names, registrations or applications for registration, or renewals thereof, registered in the United States States, Austria or Argentina or any other country or jurisdiction throughout the world, except as such Internet domain names, registrations or applications for registration, or renewals thereof are included as part of the Purchased Assets.
(f) Following the Closing, Purchaser shall promptly and at its own expense use commercially reasonable efforts to obtain such FDA approvals necessary for Purchaser Labeling for the Product to be manufactured after the Closing and, promptly comply with such FDA approvals upon receipt thereof.
Appears in 1 contract
Transitional Trademark License. (a) As Subject to the restrictions set forth below, Buyer shall have a limited right to continue using any Seller trademarks, trade names or trade dress (including, e.g., Box Tops for Education) (the “GMI Marks”) that, 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 appear on any Inventory (or its Affiliates responsible for operating the including Product Business after Closing or packaging and any Third Party manufacturers utilized by Purchaser in connection with the Product Business after the Closing Datealready-printed marketing and advertising materials), 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 (a) the right to use the GMI Marks is non-exclusive, (b) Buyer shall not make packaging changes or packaging keyline changes that include any such GMI Marks after the Closing Date on any particular package, advertisement, or other item, (c) Buyer shall not produce any new packaging using the GMI Marks after the date that is ninety (90) days after the Closing Date, and any such packaging produced by Buyer during such 90-day period shall be identical in all respects to the existing Product packaging, (d) the scope of the right is limited to selling or distributing such Inventory without modifying such GMI Marks, (e) Buyer shall maintain the current quality standards of the Business for all Products and materials on which the GMI Marks appear, and (f) Buyer shall not use such GMI Marks in any other manner without the prior written consent of Seller. The limited license rights contained in this Section 6.06(a) shall expire six (6) months from the Closing Date. For the avoidance of doubt, neither the Purchased Intellectual Property nor the rights to use certain Seller UPC codes granted to Buyer pursuant to, and in accordance with the terms of, Section 6.02 shall be subject to this Section 6.06.
(b) Subject to the restrictions set forth below, Seller and its Affiliates shall have a limited right to continue using the trademarks, trade names or trade dress that are part of the Purchased Assets (the “Transferred Marks”) that, as of the Closing Date, appear on any Products, web sites, advertising or other materials of Seller or its Affiliates (the “Marked Materials”); provided, however, that (a) the right to use Transferred Marks is being granted solely for transitional purposes non-exclusive, (b) Seller and Purchaser its Affiliates shall thereforeremove all such Transferred Marks from all materials (including packaging) and, notwithstanding the time period provided for abovethereby, use its commercially reasonable efforts to as quickly as is reasonably possible cease its use of the Seller Transferred Marks after the Closingas soon as possible, but in no event later than twenty-four the earlier of (24i) six (6) months after from the Closing Date, or (ii) for any particular package, advertisement, or other item, the first re-printing in which changes can reasonably be made, (c) the scope of the right is limited to selling or distributing such later date Marked Materials without modifying such Transferred Marks, (d) Seller and its Affiliates shall maintain their current quality standards for all Products and materials on which the Transferred Marks appear, and (e) Seller and its Affiliates shall not to exceed an additional six (6) months) upon use such Transferred Marks in any other manner without the prior written consent by Seller, such consent not be unreasonably withheldof Buyer.
(bc) To Notwithstanding the extent that Purchaser is utilizing foregoing, Seller, its Affiliates and their respective licensees shall have the transitional trademark license set forth in Section 8.4(a)limited right to continue to use any Transferred Marks that, Purchaser shall not (i) add any marks to, or otherwise alter, the Seller Marks as used in the Product Business as of the Closing Date (except as required by Applicable Law); (ii) change in any way the style of the Seller Marks as used in the Product Business as of the Closing Date; or (iii) otherwise use , are included in the Seller Marks in any manner other than “Merchandise Licenses” as specifically provided in this set forth on Section 8.4.
(c) Purchaser acknowledges Seller’s ownership 2.08 of the Seller MarksDisclosure Schedules, shall do nothing inconsistent with but only for the specific licensed products (and related advertising and promotional material) permitted under such ownershipMerchandise Licenses, and agrees not to challenge Seller’s title to only for the Seller Marks. Nothing in this Agreement shall give Purchaser any right, title or interest in the Seller Marks other than the right to use the Seller Marks strictly in accordance with this Section 8.4. All use of the Seller Marks by Purchaser under this Section 8.4 shall conform to the standards followed by Seller in operating the Product Business prior to the Closing Date, and Seller shall have the right to review the standards used by Purchaser to operate the Product Business after the Closing Date to ensure Purchaser’s compliance with this requirement related to the Seller Marks.
(d) Purchaser shall not have the right to, and shall not, sublicense, assign, pledge, grant or otherwise encumber or transfer to any Third Party any rights licensed by Seller to Purchaser under Section 8.4(a) without Seller’s prior written consent. The Parties understand and agree that, in addition to all other legal remedies, Seller shall be entitled to immediate injunctive relief in order to enforce the remaining terms of this Section 8.4such Merchandise Licenses. Seller and its Affiliates shall retain all royalties collected under the Merchandise Licenses.
(e) Nothing in this Section 8.4, or any other provision of this Agreement or any provision of the Ancillary Agreements, shall grant the Purchaser any rights in any of Seller’s Internet domain names, registrations or applications for registration, or renewals thereof, registered in the United States or any other country or jurisdiction throughout the world, except as such Internet domain names, registrations or applications for registration, or renewals thereof are included as part of the Purchased Assets.
(f) Following the Closing, Purchaser shall promptly and at its own expense use commercially reasonable efforts to obtain such FDA approvals necessary for Purchaser Labeling for the Product to be manufactured after the Closing and, promptly comply with such FDA approvals upon receipt thereof.
Appears in 1 contract
Transitional Trademark License. (a) As 5.6.1 Effective as of the Closing Date and for a period until the date that Buyer sells or otherwise disposes the last of up to twenty-four months the Purchased Inventory (24) months after the Closing Date“Transitional License Period”), 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)Buyer, and Purchaser Buyer hereby accepts, a non-exclusive, non-non- transferable, non-sublicensable (except with respect to such Third Party manufacturers or PurchaserBuyer’s AffiliatesAffiliates responsible for operating the Product Business during the Transitional License Period), royalty-free, paid-up, license in the Buyer Territory under the Seller Marks, for use during such period solely in connection with (ia) PurchaserBuyer’s sale of the finished Product included in the Purchased Inventory in the Buyer 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 (iiib) the labeling on the Product manufactured Manufactured by or on behalf of Purchaser as Buyer during the Transitional License Period (and the sale of such Product). Notwithstanding the foregoing, Buyer acknowledges and after agrees that the Closing; provided, however, that such license granted under this Section 5.6.1 is being granted solely for transitional purposes and Purchaser Buyer 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 as soon as is reasonably practicable 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 withheldtermination of the Transitional License Period.
5.6.2 To the extent Buyer is utilizing the license granted by Seller in Section 5.6.1, Buyer shall, and shall cause its permitted sublicensees to, (a) comply with all Trademark usage guidelines as may be reasonably specified from time to time by Seller with respect to the manner of use of the Seller Marks; (b) To except as required pursuant to the extent that Purchaser is utilizing the transitional trademark license set forth in Section 8.4(apreceding clause (a), Purchaser shall not (i) add any other labels or marks to, or otherwise alter, the Seller Marks as used in the Product Business as of the Closing Date (except as required by Applicable Law); (ii) or change in any way the style of the Seller Marks as used in the Product Business as of the Closing Date, in each case in this clause (b), except as otherwise agreed to or directed by Seller; or and (iiic) otherwise use at Seller’s request, furnish to Seller representative samples of all Product labeling and other materials bearing any of the Seller Marks in any manner other than as specifically provided in this Section 8.4for quality control purposes.
(c) Purchaser acknowledges Seller’s ownership of the Seller Marks, 5.6.3 Buyer shall do nothing inconsistent with such ownershipnot, and agrees it shall cause its permitted sublicensees not to to, (a) directly or indirectly, at any time challenge Seller’s title to the Seller Marks. Nothing in this Agreement shall give Purchaser any rightrights, title or interest in and to the Seller Marks or in any registration or registration application therefor; (b) do or cause to be done or fail to do anything, the doing, causing or failing of which would contest or in any way impair or tend to impair Seller’s rights in and to the Seller Marks or in any registrations or registration applications therefor; (c) represent to any Third Party that it has, in any jurisdiction, any ownership rights in or to the Seller Marks or any other rights in the Seller Marks other than the right specific rights conferred by this Agreement; (d) register or attempt to use register the Seller Marks strictly or any confusingly similar Trademark as a Trademark with any Governmental Authority in its own name or in the name of any Third Party in any jurisdiction; or (e) do any act that endangers, destroys or adversely affects the Seller Marks or the value of the goodwill associated with the Seller Marks (for the avoidance of doubt, the sale of the Purchased Inventory in accordance with applicable Law and this Agreement and the Ancillary Agreements, or the consequences of such sale, shall not breach this provision or give rise to any Buyer liability hereunder).
5.6.4 Buyer hereby acknowledges and agrees that (a) as between the Parties, Seller has exclusive right, title and interest in and to the Seller Marks and to any registration or registration application therefor, (b) nothing herein shall be construed to accord it any rights in the Seller Marks, except for the limited license right expressly conferred by Section 8.4. All 5.6.1, (c) no ownership rights are vested or created in the Seller Marks anywhere in the world by the license granted in Section 5.6.1, and (d) all use of the Seller Marks by Purchaser under this Section 8.4 Buyer, its Affiliates and its permitted sublicensees, and all goodwill generated in connection therewith, shall conform inure solely for and to the standards followed by Seller in operating the Product Business prior to the Closing Date, and Seller shall have the right to review the standards used by Purchaser to operate the Product Business after the Closing Date to ensure Purchaser’s compliance with this requirement related to the Seller Marks.
(d) Purchaser shall not have the right to, and shall not, sublicense, assign, pledge, grant or otherwise encumber or transfer to any Third Party any rights licensed by Seller to Purchaser under Section 8.4(a) without Seller’s prior written consent. The Parties understand and agree that, in addition to all other legal remedies, Seller shall be entitled to immediate injunctive relief in order to enforce the terms of this Section 8.4.
(e) Nothing in this Section 8.4, or any other provision of this Agreement or any provision of the Ancillary Agreements, shall grant the Purchaser any rights in any benefit of Seller’s Internet domain names, registrations or applications for registration, or renewals thereof, registered in the United States or any other country or jurisdiction throughout the world, except as such Internet domain names, registrations or applications for registration, or renewals thereof are included as part of the Purchased Assets.
(f) Following the Closing, Purchaser shall promptly and at its own expense use commercially reasonable efforts to obtain such FDA approvals necessary for Purchaser Labeling for the Product to be manufactured after the Closing and, promptly comply with such FDA approvals upon receipt thereof.
Appears in 1 contract
Samples: Asset Purchase Agreement (Concordia Healthcare Corp.)
Transitional Trademark License. (a) As of the Closing Date Effective Time and for a period of up to twenty-twenty four months (24) months after the Closing Date, Seller hereby grants to Purchaser Buyer (or its Affiliates responsible for operating the Product Business after Closing or any Third Party third-party manufacturers utilized by Purchaser Buyer in connection with the Product Business after the Closing Date), and Purchaser Buyer hereby accepts, a non-exclusive, non-transferable, non-sublicensable (except with respect to such Third Party third-party manufacturers or PurchaserBuyer’s Affiliates), royalty-free, paid-up, license in the Territory under the Seller Marks, for use solely in connection with (i) PurchaserBuyer’s sale of the Inventory in the Territory, and (ii) PurchaserBuyer’s use of the Promotional Materials existing as of the Closing Date and transferred to Purchaser Buyer as part of the Purchased Assets, and (iii) the labeling on the Product Infergen manufactured by or on behalf of Purchaser on Buyer as of and after the ClosingEffective Time; provided, however, that such license is being granted solely for transitional purposes and Purchaser Buyer 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 ClosingEffective Time, but in no event later than twenty-twenty four months (24) months after the Closing Date, or such later date (not to exceed an additional six three (63) months) upon consent as may be agreed-to by Seller, such consent not be unreasonably withheldin its sole discretion, in the event Buyer is unable to revise the labeling on the Infergen to remove the applicable Seller Marks due to governmental and regulatory laws and regulations.
(b) To the extent that Purchaser Buyer is utilizing the transitional trademark license set forth in of this Section 8.4(a)8.4, Purchaser Buyer shall not (i) add any other labels or marks to, or otherwise alter, the Seller Marks as used in the Product Business as of the Closing Date (except as required by Applicable Lawlaw); (ii) change in any way the style of the Seller Marks as used in the Product Business as of the Closing *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Date; or (iii) otherwise use the Seller Marks in any manner other than as specifically provided in this Section 8.4.
(c) Purchaser Buyer acknowledges Seller’s ownership of the Seller Marks, shall do nothing inconsistent with such ownership, agrees that all use of the Seller Marks by Buyer shall inure to the benefit and be on behalf of Seller, and agrees not to challenge Seller’s title to the Seller Marks. Nothing in this Agreement shall give Purchaser Buyer any right, title or interest in the Seller Marks other than the right to use the Seller Marks strictly in accordance with this Section 8.4. All use of the Seller Marks by Purchaser Buyer under this Section 8.4 shall conform to the standards followed by Seller in operating the Product Business prior to the Closing Date, and Seller shall have the right to review the standards used by Purchaser Buyer to operate the Product Business after the Closing Date to ensure PurchaserBuyer’s compliance with this requirement related to the Seller Marks.
(d) Purchaser Buyer shall not have the right to, and shall not, sublicense, assign, pledge, grant or otherwise encumber or transfer to any Third Party any rights licensed by Seller to Purchaser Buyer under this Section 8.4(a) 8.4 without Seller’s prior written consent. The Parties understand and agree that, in addition to all other legal remedies, Seller shall be entitled to immediate injunctive relief in order to enforce the terms of this Section 8.4.
(e) Nothing in this Section 8.4, or any other provision of this Agreement or any provision of the Ancillary Agreements, shall grant the Purchaser Buyer any rights in any of Seller’s Internet domain names, registrations or applications for registration, or renewals thereof, registered in the United States or any other country or jurisdiction throughout the world, except as such Internet domain names, registrations or applications for registration, or renewals thereof are included as part of the Purchased Assets.
(f) Following the Closing, Purchaser Buyer shall promptly and at its own expense use commercially reasonable efforts to obtain such FDA approvals necessary for Purchaser Buyer Labeling for the Product Infergen to be manufactured after the Closing and, promptly comply with such FDA approvals upon receipt thereof.
Appears in 1 contract
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 Products 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.
(b) To the extent that Purchaser is utilizing the transitional trademark license set forth in Section 8.4(a), Purchaser shall not (i) add any marks to, or otherwise modify or alter, the Seller Marks as used in the Product Business as of the Closing Date (except as required by Applicable Law); (ii) change in any way the style of the Seller Marks as used in the Product Business as of the Closing Date; or (iii) otherwise use the Seller Marks in any manner other than as specifically provided in this Section 8.4.
(c) Purchaser acknowledges Seller’s ownership of the Seller Marks, shall do nothing inconsistent with such ownership, and agrees not to challenge Seller’s title to the Seller Marks. Nothing in this Agreement shall give Purchaser any right, title or interest in the Seller Marks other than the right to use the Seller Marks strictly in accordance with this Section 8.4. All use of the Seller Marks by Purchaser under this Section 8.4 shall conform to the standards followed by Seller in operating the Product Business prior to the Closing Date, and Seller shall have the right to review the standards used by Purchaser to operate the Product Business after the Closing Date to ensure Purchaser’s compliance with this requirement related to the Seller Marks.
(d) Purchaser shall not have the right to, and shall not, sublicense, assign, pledge, grant or otherwise encumber or transfer to any Third Party any rights licensed by Seller to Purchaser under Section 8.4(a) without Seller’s prior written consent. The Parties understand and agree that, in In addition to all other legal remedies, Seller shall be entitled to immediate injunctive relief in order to enforce the terms of this Section 8.4.
(e) Nothing in this Section 8.4, or any other provision of this Agreement or any provision of the Ancillary Agreements, shall grant the Purchaser any rights in any of Seller’s Internet domain names, registrations or applications for registration, or renewals thereof, registered in the United States or any other country or jurisdiction throughout the world, except as such Internet domain names, registrations or applications for registration, or renewals thereof are included as part of the Purchased Assets.
(f) Following the Closing, Purchaser shall promptly and at its own expense use commercially reasonable efforts to obtain such FDA approvals necessary for Purchaser Labeling for the Product Products to be manufactured after the Closing and, promptly comply with such FDA approvals upon receipt thereof.
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Samples: Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.)
Transitional Trademark License. (a) As of the Closing Date and for For a period of up to twenty-four six months following the Closing, the Companies and their Subsidiaries may continue to use Seller Marks that are in use by the Companies and their Subsidiaries as of the Closing, pending the transition of the Companies and their Subsidiaries to their own Trademarks, in each case solely in the same manner that such Trademarks are being used by the Companies and their Subsidiaries just prior to the Closing, where “Seller Marks” means the Trademarks of Sellers and their Affiliates (24other than the Companies and their Subsidiaries) months after that are in use by the Closing DateCompanies and their Subsidiaries as of the Closing, Seller hereby grants to Purchaser (including “B&W” and “Xxxxxxx & Xxxxxx”, in block letters 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)otherwise, and Purchaser hereby acceptswhether alone or in combination with other words or marks, a non-exclusiveand all Trademarks confusingly similar to or containing, non-transferable, non-sublicensable (except with respect comprising or embodying any of the foregoing. Buyer will cause the Companies and their Subsidiaries 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 use commercially reasonable efforts to cease to make any use of all Seller Marks (subject to the Inventory last sentence of this Section 4.14(a)), as soon as reasonably practicable (in the Territorylight of other transition activities), and (ii) Purchaser’s use in any event cease all such uses by no later than the end of the Promotional Materials existing as six-month period following the Closing. In furtherance thereof, Buyer will cause each of the Closing Date Companies and transferred their Subsidiaries to Purchaser as part of the Purchased Assets, and (iiii) 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 remove, strike over, or otherwise obliterate all Seller Marks from all assets and other materials owned by the Companies and their Subsidiaries, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems, in each case that are customer- or public-facing, as quickly soon as reasonably practicable (in light of other transition activities), and (ii) in any event, complete all such activities by no later than the aforementioned six-month period following the Closing. Any use by the Companies and their Subsidiaries of any of the Seller Marks as permitted in this Section 4.14(a) is reasonably possible cease its subject to their use of the Seller Marks after the Closingin a form and manner, but and with standards of quality, of that 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.
(b) To the extent that Purchaser is utilizing the transitional trademark license set forth in Section 8.4(a), Purchaser shall not (i) add any marks to, or otherwise alter, effect for the Seller Marks as used in the Product Business as of the Closing Date (except as required by Applicable Law); (ii) change in any way the style of the Seller Marks as used in the Product Business as of the Closing Date; or (iii) otherwise use the Seller Marks in any manner other than as specifically provided in this Section 8.4.
(c) Purchaser acknowledges Seller’s ownership of the Seller Marks, shall do nothing inconsistent with such ownership, and agrees not to challenge Seller’s title to the Seller MarksClosing. Nothing in this Agreement shall give Purchaser any right, title or interest in the Seller Marks other than the right to use the Seller Marks strictly in accordance with this Section 8.4. All use of the Seller Marks by Purchaser under this Section 8.4 shall conform to the standards followed by Seller in operating the Product Business prior to the Closing Date, and Seller shall have the right to review the standards used by Purchaser to operate the Product Business after the Closing Date to ensure Purchaser’s compliance with this requirement related to the Seller Marks.
(d) Purchaser shall not have the right to, and shall not, sublicense, assign, pledge, grant or otherwise encumber or transfer to any Third Party any rights licensed by Seller to Purchaser under Section 8.4(a) without Seller’s prior written consent. The Parties understand and agree that, in addition to all other legal remedies, Seller shall be entitled to immediate injunctive relief in order to enforce the terms of this Section 8.4.
(e) Nothing in this Section 8.4, or any other provision of this Agreement or any provision of the Ancillary Agreements, shall grant the Purchaser any rights in any of Seller’s Internet domain names, registrations or applications for registration, or renewals thereof, registered in the United States or any other country or jurisdiction throughout the world, except as such Internet domain names, registrations or applications for registration, or renewals thereof are included as part of the Purchased Assets.
(f) Following the Closing, Purchaser shall promptly Buyer will cause the Companies and at its own expense use commercially reasonable efforts their Subsidiaries to obtain such FDA approvals necessary for Purchaser Labeling for cease holding themselves out as having any affiliation with Sellers or any of their Affiliates and, notwithstanding anything in this Section 4.14(a) to the Product contrary, subject to any delays or additional time requirements required or caused by any applicable Governmental Bodies, Buyer will cause the Companies and their Subsidiaries, no later than 30 days following the Closing, to submit required filings with Governmental Bodies to change their names, and to cause their certificates of incorporation (or equivalent organizational documents), as applicable, to be manufactured after amended to remove any reference to any Seller Xxxx, and to diligently pursue such changes of name and amendments to certificates of incorporation until completed. Notwithstanding the Closing andforegoing, promptly comply with such FDA approvals upon receipt thereofthis Section 4.14(a) does not restrict accurate historical references to the Seller Marks or any fair use permitted by applicable Law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Babcock & Wilcox Enterprises, Inc.)
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 Except as set forth in connection with the Product Business after the Closing DateSection 6.26(b), 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, Buyer shall not use or otherwise exploit any name in the Business incorporating “TRICAN” or any derivation thereof that would reasonably be expected to be confused therewith (the “Trican Marks”).
(b) As promptly as practicable but in no event later than twenty-four 12 months following the Closing (24“Phaseout Period”), the Buyer shall remove or otherwise obliterate the Trican Marks from all materials owned by the Buyer or its Affiliates associated with the Business, including any buildings, vehicles, equipment, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, advertising, manuals, forms, computer software and other materials or fixed assets; provided that the Buyer (i) shall not be obligated to remove or otherwise obliterate the Trican Marks: (A) prior to the end of the applicable Phaseout Period, (B) with respect to displays of the Trican Marks on equipment (but not buildings, vehicles, signs and storage tanks) that is not reasonably likely to be seen by the public or cannot be seen by the public without unlawful entry on the applicable location of such equipment and if it is commercially unreasonable to remove or otherwise obliterate, or (C) from all books and records (but not stationery, promotional materials and advertising) and all archived materials, technical drawings, invoices and manuals; (ii) shall have the right and license to sell existing products and to use existing packaging, labeling, containers, supplies, advertising materials, technical data sheets and any similar materials bearing the Trican Marks until the earlier of (A) the expiration of the Phaseout Period, and (B) the date existing stocks are exhausted; and (iii) shall have the right and license to use the Trican Marks in connection with the transition of email services (x) of the Business until six months after the Closing Date. Subject to the terms and conditions of this Agreement, or such later date (not Trican Parent grants Buyer a limited royalty-free, non-exclusive, personal license to exceed an additional six (6) months) upon consent by Seller, such consent not be unreasonably withheld.
(b) To use the extent that Purchaser is utilizing the transitional trademark license set forth in Section 8.4(a), Purchaser shall not (i) add any marks to, or otherwise alter, the Seller Trican Marks as used solely in the Product Business as Territory during the Phaseout Period in the operation of the Business, including to offer for sale goods and services sold by Trican Parent and its Affiliates prior to the Closing Date (except as required by Applicable Law); (ii) change in any way the style of the Seller Marks as used in the Product Business as of Territory. The foregoing trademark license is granted on the Closing Date; or (iii) otherwise use condition that the Seller goods and services sold under the Trican Marks in any manner other than as specifically provided in this Section 8.4.
(c) Purchaser acknowledges Seller’s ownership of the Seller Marks, shall do nothing inconsistent with such ownership, and agrees not to challenge Seller’s title to the Seller Marks. Nothing in this Agreement shall give Purchaser any right, title or interest in the Seller Marks other than the right to use the Seller Marks strictly be in accordance with this Section 8.4. All use the standards and quality of the Seller goods and services offered by Trican Parent and its Affiliates under the Trican Marks by Purchaser under this Section 8.4 shall conform to in the standards followed by Seller in operating the Product Business Territory prior to the Closing Date, and Seller Buyer shall have adhere to any reasonable quality control standards that Trican Parent may promulgate and provide Buyer notice of during the Phaseout Period. Such license rights are personal to Buyer and not transferable other than to Buyer’s Subsidiaries without the express consent of Trican Parent, which Trican Parent may withhold in its sole discretion. Buyer shall not claim any title or any proprietary right to review the standards used Trican Marks by Purchaser virtue of the licenses granted above to operate Buyer. All use of the Product Business after Trican Marks under the Closing Date to ensure Purchaser’s compliance with this requirement related to the Seller Marks.
(d) Purchaser shall not have the right to, and shall not, sublicense, assign, pledge, grant or otherwise encumber or transfer to any Third Party any rights licensed by Seller to Purchaser under Section 8.4(a) without Seller’s prior written consent. The Parties understand and agree that, in addition to all other legal remedies, Seller shall be entitled to immediate injunctive relief in order to enforce the terms of this Section 8.4.
(e) Nothing licenses in this Section 8.4, or any other provision shall inure solely to the benefit of this Agreement or any provision of the Ancillary Agreements, shall grant the Purchaser any rights in any of Seller’s Internet domain names, registrations or applications for registration, or renewals thereof, registered in the United States or any other country or jurisdiction throughout the world, except as such Internet domain names, registrations or applications for registration, or renewals thereof are included as part of the Purchased AssetsTrican Parent.
(f) Following the Closing, Purchaser shall promptly and at its own expense use commercially reasonable efforts to obtain such FDA approvals necessary for Purchaser Labeling for the Product to be manufactured after the Closing and, promptly comply with such FDA approvals upon receipt thereof.
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