Unitary Product Trademarks. Ionis shall, at its sole cost and expense, develop, and shall use Commercially Reasonable Efforts to obtain and maintain, a unitary Trademark (and back-up Trademarks thereof) to be used for the Licensed Products worldwide (each, a “Unitary Product Trademark”); provided however, [***]. If Otsuka believes it is necessary or reasonably useful to develop Trademarks in local languages in the Otsuka Territory (such as a katakana Trademark, which is a Japanese notation of a Trademark to be used for Exploitation of Licensed Products in Japan), Otsuka will [***] (each, a “Local Unitary Product Trademark”) will be deemed to be a Unitary Product Trademark for all purposes of this Agreement (including, for clarity, [***]). For clarity, it would be [***]. Ionis will own all right, title, and interest in and to each Unitary Product Trademark (including each Local Unitary Product Trademark). Otsuka will use the Unitary Product Trademarks in the Otsuka Territory to the extent required by and in accordance with the Otsuka Territory Brand Strategy, subject to Section 6.4.1 (Global Brand Strategy and American Commercialization Operating Plan) and Section 6.4.2 (Otsuka Territory Brand Strategy and Commercialization Operating Plans).
Unitary Product Trademarks. Ionis shall be responsible, at its sole discretion and cost and expense using counsel of its own choice, for the filing, prosecution, registration, and maintenance (including the defense of opposition proceedings and any equivalent proceedings and including any legal actions to prevent or exclude Third Party Trademark registrations that are confusingly similar to any Unitary Product Trademark) of the Unitary Product Trademarks in the Territory (including the Local Unitary Product Trademarks in the Otsuka Territory) throughout the Term. Ionis shall keep Otsuka informed of material progress with regard to the prosecution, registration, and maintenance of the Unitary Product Trademarks in the Otsuka Territory, including the content and timing of the filing of the Unitary Product Trademarks in the Otsuka Territory, [***], and Ionis shall [***] the Unitary Product Trademarks in the Otsuka Territory.
Unitary Product Trademarks. During the Term, each Party will promptly notify the other Party in writing of any alleged, threatened, or actual infringement, dilution, misappropriation or other violation of or unfair trade practices or any other like offense by a Third Party relating to any Unitary Product Trademark (including any Local Unitary Product Trademark) in the Otsuka Territory (“Otsuka Territory Trademark Infringement”). Otsuka will have the first right, but not the obligation, to take any reasonable measures it deems appropriate with respect to any Otsuka Territory Trademark Infringement, using counsel of its own choice, and at its own cost and expense, including initiating or prosecuting an infringement, misappropriation or other appropriate suit or action to enforce the Unitary Product Trademarks in the Otsuka Territory and, if requested by Otsuka, Ionis shall (i) join as a party to such suit or action and execute and cause its Affiliates to execute all documents necessary for Otsuka to initiate and maintain such suit or action and (ii) provide reasonable assistance to Otsuka in connection with such suit or action. Notwithstanding the foregoing, if Otsuka does not inform Xxxxx that it intends to initiate a suit or take other action against an Otsuka Territory Trademark Infringement within [***] after Otsuka becoming aware of such Otsuka Territory Trademark Infringement and does not [***] within such [***], then Ionis will have the second right, but not the obligation, to initiate a suit or take other action against such Otsuka Territory Trademark Infringement at its own cost and expense. Any recoveries resulting from such suit or other action will be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses will be [***].
Unitary Product Trademarks. If a Third Party brings suit alleging that Otsuka’s or its Affiliate’s or Sublicensee’s Exploitation of a Licensed Product in the Otsuka Territory infringes or will infringe such Third Party’s Trademarks or that the use or registration of any Unitary Product Trademark (including any Local Unitary Product Trademark) in the Otsuka Territory infringes, dilutes, misappropriates or otherwise violates any Trademark or other right of such Third Party (“Trademark Infringement Suit”), then the Party against whom such suit is brought will promptly notify the other Party of such Trademark Infringement Suit and Otsuka will have the first right, but not the obligation, to defend such Trademark Infringement Suit using counsel of its own choice. If Otsuka does not take affirmative steps to defend such Trademark Infringement Suit within [***] (or such shorter period of time as is legally required to answer to such suit) and does not [***], then Ionis may defend such Trademark Infringement Suit. The Party defending such Trademark Infringement Suit will (i) keep the other Party reasonably informed regarding such suit, including by providing the other Party with copies of all pleadings and other documents filed in any proceeding relating to such suit, (ii) consider reasonable input from the other Party during the course of the suit, and (iii) provide the other Party with the opportunity to attend any substantive meetings, hearings, or other proceedings related to such suit (together with its own counsel, at its own expense) and to review and comment on all substantive documents related to such suit prior to filing or submission of such documents. The Parties will reasonably assist each other and cooperate and share information with respect to any such suit. The Parties will [***] all of the costs incurred by either Party in defending a Trademark Infringement Suit and any and all damages paid in settlement or to satisfy a judgment in a Trademark Infringement Suit. Neither Party will enter into any settlement of a Trademark Infringement Suit that is instituted or threatened to be instituted against the other Party without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed; provided that such consent will not be required if such settlement includes a release of all liability in favor of, and does not impose any obligation on, the other Party and contains no admission of liability by such settling Party. Further, neither Party shall ...
