Common use of Transitional Trademark License Clause in Contracts

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) 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.

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.