Common use of Transitional Trademark License Clause in Contracts

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. 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. (b) During the period BioMarin is utilizing the license granted by Merck Serono in Section 4.04(a), BioMarin shall not, and it shall cause its Affiliates not to, (i) directly or indirectly, at any time challenge Merck Serono’s rights, title or interest in and to the Merck Serono Marks or in any registration or registration application therefor; or (ii) represent to any Third Party that it has, in any jurisdiction, any ownership rights in or to the Merck Serono Marks or any other rights in the Merck Serono Marks other than the specific rights conferred by this Agreement. (c) BioMarin hereby acknowledges and agrees that (i) as between the Parties, Merck Serono has exclusive right, title and interest in and to the Merck Serono Marks and to any registration or registration application therefor, (ii) nothing herein shall be construed to accord it any rights in the Merck Serono Marks, except for the limited license right expressly conferred by Section 4.04(a), (iii) no ownership rights are vested or created in the Merck Serono Marks anywhere in the world by the license granted in Section 4.04(a) and (iv) all use of the Merck Serono Marks pursuant to the license granted by Merck Serono in Section 4.04(a) by BioMarin, its Affiliates and its permitted sublicensees, and all goodwill generated in connection therewith, shall inure solely for and to the benefit of Merck Serono.