Common use of Use of Intellectual Property Clause in Contracts

Use of Intellectual Property. (a) Except as expressly set forth in this Agreement or the Ancillary Agreements, no interest in or right to use the name “NewPage”, “Sterling Ultra” or any logo (with or without the word “NewPage”), trademark or trade name or any derivation thereof of “NewPage” or any of the Seller’s Affiliates with respect to, or associated with, the foregoing (collectively, the “Retained Names and Marks”) is being transferred to the Purchaser pursuant to the transactions contemplated hereby. Except as set forth herein or expressly provided in the temporary trademark license agreement to be executed pursuant to this Section 5.17(a), the use of any Retained Names and Marks in connection with the Business by the Purchaser shall cease as of the Closing Date. At the Closing, Parent shall grant to the Purchaser a temporary trademark license to use the Retained Names and Marks for a period of twelve months from the Closing Date solely in connection with (i) the Carbonless Paper Business and (ii) the Non-Carbonless Paper Business, but only in connection with finished and packaged coated paper in Inventory as of the Closing Date, in each case, pursuant to a license agreement (the “Temporary Trademark License Agreement”), substantially in the form attached hereto as Exhibit 5.17(a). Except as expressly authorized in the Temporary Trademark License Agreement or otherwise provided in this Section 5.17(a), the Purchaser, promptly following the Closing Date and, in any event, within twelve months thereafter, will remove or obliterate all the Retained Names and Marks from its signs, purchase orders, invoices, sales orders, labels, letterheads, and shipping documents, and not put into use after the Closing Date any such items and materials not in existence on the Closing Date that bear any Retained Name or Xxxx or any name, xxxx or logo confusingly similar thereto; provided that, after such twelve month period, the Purchaser may continue to sell goods that have been packaged prior to such time using materials bearing any of the Retained Names and Marks. Except as expressly provided herein or in any other Ancillary Agreement, the Purchaser agrees that none of Parent or any of its Affiliates shall have any responsibility for claims by third parties arising out of, or relating to, the use after the Closing Date by the Purchaser or any Affiliate thereof of any Retained Name or Xxxx. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks and (ii) refer to the historical fact that the Business was previously conducted under the Retained Names and Marks; provided that with respect to any such reference, the Purchaser shall not use the Retained Names or Marks to promote any of the products of the Business and the Purchaser shall make explicit that the Business is no longer affiliated with the Seller, Parent or MeadWestvaco. (b) Except as expressly provided in the Technology License Agreement, substantially in the form attached hereto as Exhibit 5.17(b) (the “Technology License Agreement”), pursuant to which, at the Closing, Parent, the Seller and Parent’s other Affiliates shall grant to the Purchaser a world wide, non-exclusive, perpetual, fully paid royalty-free license to use all Owned Business Intellectual Property, no ownership interest in, or right to use, any Owned Business Intellectual Property is being transferred to the Purchaser pursuant to the transactions contemplated hereby. Except as expressly provided in the Technology License Agreement, neither the Purchaser nor any of its Affiliates shall use any of the Owned Business Intellectual Property. (c) At the Closing, Parent and the Purchaser shall enter into a Technology License-Back Agreement in the form attached as Exhibit 5.17(c) hereto (the “Technology License-Back Agreement”), pursuant to which the Purchaser shall grant to Parent and its Affiliates a worldwide, non-exclusive, perpetual, fully paid royalty-free license to use the Licensed-Back Intellectual Property. (d) No ownership interest in or right to use the Licensed Business Intellectual Property is being transferred to the Purchaser pursuant to the transactions contemplated hereby, except as provided in the Technology Sub-License Agreement, substantially in the form attached hereto as Exhibit 5.17(d) (the “Technology Sub-License Agreement”), whereby, at the Closing, the Seller and/or Parent shall grant to the Purchaser a perpetual, royalty-free, fully-paid, non-exclusive sublicense to use, practice, lease, license, reproduce, modify and make derivative works of, and to make, sell and distribute goods and services utilizing or incorporating, the Licensed Business Intellectual Property (excluding Computer Software), in accordance with and subject to, to the extent applicable, the rights and obligations of Parent and its Affiliates pursuant to the NewPage License Agreement. Except as expressly provided in the Technology Sub-License Agreement, none of the Purchaser or any of its Affiliates shall use any of the Licensed Business Intellectual Property (excluding Computer Software). (e) The Seller agrees to transfer all of its rights and obligations under the MeadWestvaco Trademark License Agreement to the Purchaser and promptly following the date hereof, and in any event prior to the Closing, to provide MeadWestvaco with prior written notice of such transfer in accordance with the terms and conditions of the MeadWestvaco Trademark License Agreement. (f) Prior to the Closing, Parent will take all actions necessary pursuant to Section 12.3 of the “SAP America, Inc. R/3 Software End-User Value License Agreement” between SAP America, Inc. and Parent, dated as of May 12, 2005, including execution of any necessary agreements, to effectuate the transfer of 550 user licenses to the Purchaser, all at the Purchaser’s sole cost and expense.

Use of Intellectual Property. (a) Except as expressly set forth in this Agreement or described on Schedule 5.8 from and after the Ancillary AgreementsClosing, no interest in or right to neither Seller nor any of its Affiliates shall use the name “NewPage”, “Sterling Ultra” or any logo (with or without the word “NewPage”), trademark or trade name or any derivation thereof of “NewPage” or any of the Seller’s Affiliates with respect to, Owned Intellectual Property or associated with, the foregoing (collectively, the “Retained Names and Marks”) is being Licensed Intellectual Property which has been assigned or transferred to the Purchaser pursuant to the transactions contemplated hereby. Except this Agreement. (b) The Purchaser will, as set forth herein or expressly provided in the temporary trademark license agreement to be executed pursuant to this Section 5.17(a), the use of any Retained Names and Marks in connection with the Business by the Purchaser shall cease promptly as of the Closing Date. At the Closing, Parent shall grant to the Purchaser a temporary trademark license to use the Retained Names and Marks for a period of twelve months from the Closing Date solely in connection with (i) the Carbonless Paper Business and (ii) the Non-Carbonless Paper Business, but only in connection with finished and packaged coated paper in Inventory as of practicable following the Closing Date, in each case, pursuant to a license agreement (the “Temporary Trademark License Agreement”), substantially in the form attached hereto as Exhibit 5.17(a). Except as expressly authorized in the Temporary Trademark License Agreement or otherwise provided in this Section 5.17(a), the Purchaser, promptly following the Closing Date and, in any event, within twelve months thereafter, will remove or obliterate all the Retained Names and Marks references to "GTI Corporation" from its signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents and shipping documentsother materials, and Purchaser shall not put into use after the Closing Date any such items and materials not in existence on the Closing Date that bear any Retained Name or Xxxx references to "GTI Corporation" or any name, xxxx or mark, xx logo confusingly similar thereto; provided that. Notwithstanding the foregoing, after such twelve month period, the Purchaser may continue to sell goods that have been packaged prior to such time using materials bearing any shall be entitled for a period of the Retained Names and Marks. Except as expressly provided herein or in any other Ancillary Agreement, the Purchaser agrees that none of Parent or any of its Affiliates shall have any responsibility for claims by third parties arising out of, or relating to, the use after six (6) months following the Closing Date by to use any signs, purchase orders, invoices, sales orders, labels, letterheads, packing materials or shipping documents existing on the Purchaser Closing Date that bear any name, mark xx logo similar thereto, in each case where the removal of any such reference or any Affiliate thereof of any Retained Name or Xxxx. Notwithstanding anything to the contrary in this Agreementsuch similar name, the Purchaser shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks and (ii) refer to the historical fact that the Business was previously conducted under the Retained Names and Marks; provided that with respect to any such reference, the Purchaser shall not use the Retained Names or Marks to promote any of the products of the Business and the Purchaser shall make explicit that the Business is no longer affiliated with the Seller, Parent or MeadWestvaco. (b) Except as expressly provided in the Technology License Agreement, substantially in the form attached hereto as Exhibit 5.17(b) (the “Technology License Agreement”), pursuant to which, at the Closing, Parent, the Seller and Parent’s other Affiliates shall grant to the Purchaser a world wide, non-exclusive, perpetual, fully paid royalty-free license to use all Owned Business Intellectual Property, no ownership interest in, or right to use, any Owned Business Intellectual Property is being transferred to the Purchaser pursuant to the transactions contemplated hereby. Except as expressly provided in the Technology License Agreement, neither the Purchaser nor any of its Affiliates shall use any of the Owned Business Intellectual Propertymark xx logo would be impractical. (c) At Notwithstanding Section 5.8(b), at the Closing, Parent and the Purchaser shall Closing Seller will enter into a Technology License-Back Agreement license agreement (the "Trademark License Agreement") substantially in the form attached as of Exhibit 5.17(c) J hereto (the “Technology License-Back Agreement”), pursuant to which the Purchaser shall Seller will grant to Parent and its Affiliates GTI-Ireland on a worldwide, non-exclusive, perpetual, fully paid royalty-free exclusive basis, for a period of six (6) months from the Closing Date, a license to use the Licensedname "GTI-Back Intellectual Property. (d) No ownership interest Ireland" in or right to use connection with the Licensed Business Intellectual Property is being transferred to the Purchaser pursuant to the transactions contemplated hereby, except as provided in the Technology Sub-License Agreement, substantially in the form attached hereto as Exhibit 5.17(d) (the “Technology Sub-License Agreement”), whereby, at the Closing, the Seller and/or Parent shall grant to the Purchaser a perpetual, royalty-free, fully-paid, non-exclusive sublicense to use, practice, lease, license, reproduce, modify and make derivative works of, and to make, sell and distribute goods and services utilizing or incorporating, the Licensed Business Intellectual Property (excluding Computer Software), in accordance with and subject to, to the extent applicable, the rights and obligations of Parent and its Affiliates pursuant to the NewPage License Agreement. Except as expressly provided in the Technology Sub-License Agreement, none operation of the Purchaser or any of its Affiliates shall use any of the Licensed Business Intellectual Property (excluding Computer Software)Business. (e) The Seller agrees to transfer all of its rights and obligations under the MeadWestvaco Trademark License Agreement to the Purchaser and promptly following the date hereof, and in any event prior to the Closing, to provide MeadWestvaco with prior written notice of such transfer in accordance with the terms and conditions of the MeadWestvaco Trademark License Agreement. (f) Prior to the Closing, Parent will take all actions necessary pursuant to Section 12.3 of the “SAP America, Inc. R/3 Software End-User Value License Agreement” between SAP America, Inc. and Parent, dated as of May 12, 2005, including execution of any necessary agreements, to effectuate the transfer of 550 user licenses to the Purchaser, all at the Purchaser’s sole cost and expense.

Use of Intellectual Property. (a) Except Each of Buyer and TTSI acknowledge and agrees that except as expressly set forth in this Agreement or otherwise specifically contemplated by the Ancillary Agreements, no interest Transaction Documents neither TTSI nor Buyer is obtaining any rights in or right to use any Intellectual Property. Buyer and TTSI further acknowledge and agree that notwithstanding any provision to the name “NewPage”contrary in the Transaction Documents, “Sterling Ultra” Buyer and TTSI shall not use, and each shall cause their respective Affiliates not to use, any trademark, logo or tradename of Parent or any logo Affiliate of Parent (with other than those listed on Attachment X as Transferred Intellectual Property and transferred to Buyer under the terms of this Agreement) or without the word “NewPage”)any trademarks, trademark logos or trade name names that are confusingly similar thereto or that are a translation or transliteration thereof into any derivation thereof of “NewPage” language or any alphabet. Without limiting the generality of the Seller’s foregoing, Buyer and TTSI shall not use, and shall cause their respective Affiliates with respect to, or associated with, the foregoing (collectively, the “Retained Names and Marks”) is being transferred to the Purchaser pursuant to the transactions contemplated hereby. Except as set forth herein or expressly provided in the temporary trademark license agreement to be executed pursuant to this Section 5.17(a), the use of any Retained Names and Marks in connection with the Business by the Purchaser shall cease as of the Closing Date. At the Closing, Parent shall grant to the Purchaser a temporary trademark license not to use the Retained Names and Marks for a period of twelve months from the Closing Date solely in connection with (i) the Carbonless Paper Business and words "The Black & Decker Corporation," "Emhart Inc.," "Emhart Industries, Inc.," "Xlack & Decker," "Emhart" or any derivatives, translations or transliteratxxxx xf any of the foregoing or (ii) the Non-Carbonless Paper Businesswords "True Temper" or any derivative, but only translation or transliteration thereof in connection with finished and packaged coated paper in Inventory as violation of the Closing DateHuffy Trademark Agreement; provided, in each casehowever, pursuant to a license agreement (the “Temporary Trademark License Agreement”), substantially in the form attached hereto as Exhibit 5.17(a). Except as expressly authorized in the Temporary Trademark License Agreement or otherwise provided in this Section 5.17(a), the Purchaser, promptly following the Closing Date and, in any event, within twelve months thereafter, will remove or obliterate all the Retained Names and Marks from its signs, purchase orders, invoices, sales orders, labels, letterheads, and shipping documents, and not put into use after the Closing Date any such items and materials not in existence on the Closing Date that bear any Retained Name or Xxxx or any name, xxxx or logo confusingly similar thereto; provided that, after such twelve month period, the Purchaser may continue to sell goods that have been packaged prior to such time using materials bearing any of the Retained Names and Marks. Except as expressly provided herein or in any other Ancillary Agreement, the Purchaser agrees that none of Parent or any of its Affiliates shall have any responsibility for claims by third parties arising out of, or relating to, the use after the Closing Date by the Purchaser or any Affiliate thereof of any Retained Name or Xxxx. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks and (ii) refer to the historical fact that the Business was previously conducted under the Retained Names and Marks; provided that with respect to any such referencework-in-progress, preprinted stationery, invoices, receipts, forms, advertising and promotional materials, training and source literature, packaging material or other supplies that TTSI has in inventory after the Purchaser shall not use Closing which bears the Retained Names name "The Black & Decker Corporation," "Black & Decker," "Emhart Inc.," "Emhart Xxxxxxries, Inc." or Marks "Emhart," Xxxxnt hereby grants to promote any of the products of the Business and the Purchaser shall make explicit that the Business is no longer affiliated with the Seller, Parent or MeadWestvaco. (b) Except as expressly provided in the Technology License Agreement, substantially in the form attached hereto as Exhibit 5.17(b) (the “Technology License Agreement”), pursuant to which, at the Closing, Parent, the Seller and Parent’s other Affiliates shall grant to the Purchaser TTSI a world wide, nonpaid-exclusive, perpetual, fully paid royalty-free up license to use all Owned Business Intellectual Propertysuch names on such inventory; provided, no ownership interest infurther, or right that TTSI agrees to use, any Owned Business Intellectual Property is being transferred use its reasonable best efforts to the Purchaser pursuant to the transactions contemplated hereby. Except as expressly provided exhaust such inventory in the Technology License Agreement, neither the Purchaser nor any ordinary course of its Affiliates shall use any of the Owned Business Intellectual Property. (c) At business as soon as is reasonably practicable after the Closing, Parent and . The provisions of this Section 6.04 shall survive the Purchaser shall enter into a Technology License-Back Agreement in the form attached as Exhibit 5.17(c) hereto (the “Technology License-Back Agreement”), pursuant to which the Purchaser shall grant to Parent and its Affiliates a worldwide, non-exclusive, perpetual, fully paid royalty-free license to use the Licensed-Back Intellectual PropertyClosing indefinitely. (d) No ownership interest in or right to use the Licensed Business Intellectual Property is being transferred to the Purchaser pursuant to the transactions contemplated hereby, except as provided in the Technology Sub-License Agreement, substantially in the form attached hereto as Exhibit 5.17(d) (the “Technology Sub-License Agreement”), whereby, at the Closing, the Seller and/or Parent shall grant to the Purchaser a perpetual, royalty-free, fully-paid, non-exclusive sublicense to use, practice, lease, license, reproduce, modify and make derivative works of, and to make, sell and distribute goods and services utilizing or incorporating, the Licensed Business Intellectual Property (excluding Computer Software), in accordance with and subject to, to the extent applicable, the rights and obligations of Parent and its Affiliates pursuant to the NewPage License Agreement. Except as expressly provided in the Technology Sub-License Agreement, none of the Purchaser or any of its Affiliates shall use any of the Licensed Business Intellectual Property (excluding Computer Software). (e) The Seller agrees to transfer all of its rights and obligations under the MeadWestvaco Trademark License Agreement to the Purchaser and promptly following the date hereof, and in any event prior to the Closing, to provide MeadWestvaco with prior written notice of such transfer in accordance with the terms and conditions of the MeadWestvaco Trademark License Agreement. (f) Prior to the Closing, Parent will take all actions necessary pursuant to Section 12.3 of the “SAP America, Inc. R/3 Software End-User Value License Agreement” between SAP America, Inc. and Parent, dated as of May 12, 2005, including execution of any necessary agreements, to effectuate the transfer of 550 user licenses to the Purchaser, all at the Purchaser’s sole cost and expense.

Use of Intellectual Property. (a) Except as expressly set forth in this Agreement or the Ancillary Agreements, no interest in or right to use the name “NewPage”, “Sterling Ultra” or any logo (with or without the word “NewPage”), trademark or trade name or any derivation thereof of “NewPage” or any of the Seller’s Affiliates with respect to, or associated with, the foregoing (collectively, the “Retained Names Buyer acknowledges and Marks”) is being transferred to the Purchaser pursuant to the transactions contemplated hereby. Except as set forth herein or expressly provided in the temporary trademark license agreement to be executed pursuant to this Section 5.17(a), the use of any Retained Names and Marks in connection with the Business by the Purchaser shall cease as of the Closing Date. At the Closing, Parent shall grant to the Purchaser a temporary trademark license to use the Retained Names and Marks for a period of twelve months from the Closing Date solely in connection with (i) the Carbonless Paper Business and (ii) the Non-Carbonless Paper Business, but only in connection with finished and packaged coated paper in Inventory as of the Closing Date, in each case, pursuant to a license agreement (the “Temporary Trademark License Agreement”), substantially in the form attached hereto as Exhibit 5.17(a). Except as expressly authorized in the Temporary Trademark License Agreement or otherwise provided in this Section 5.17(a), the Purchaser, promptly following the Closing Date and, in any event, within twelve months thereafter, will remove or obliterate all the Retained Names and Marks from its signs, purchase orders, invoices, sales orders, labels, letterheads, and shipping documents, and not put into use after the Closing Date any such items and materials not in existence on the Closing Date that bear any Retained Name or Xxxx or any name, xxxx or logo confusingly similar thereto; provided that, after such twelve month period, the Purchaser may continue to sell goods that have been packaged prior to such time using materials bearing any of the Retained Names and Marks. Except as expressly provided herein or in any other Ancillary Agreement, the Purchaser agrees that none of Parent it has no rights in and to any marks or names owned, used or licenses by Seller or any of its Affiliates shall have (other than any responsibility for claims by third parties arising out of, or relating to, Company) including the use after the Closing Date by the Purchaser or any Affiliate thereof of any Retained Name or Xxxx. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall have the right to: (i) keep records “OBERTHUR,” “XXXXXXXX-XXXXXXX OBERTHUR,” “FCO” and other historical or archived documents containing or referencing the Retained Names “FCOF” names and Marks and (ii) refer to the historical fact that the Business was previously conducted under the Retained Names and Marks; provided that with respect to any such reference, the Purchaser shall not use the Retained Names or Marks to promote any of the products of the Business and the Purchaser shall make explicit that the Business is no longer affiliated with the Seller, Parent or MeadWestvaco. (b) Except as expressly provided in the Technology License Agreement, substantially in the form attached hereto as Exhibit 5.17(b) marks (the “Technology License AgreementMarks”)) and, pursuant to whichfollowing the Closing Date, at Buyer and the ClosingCompanies shall not have any right, Parent, the Seller title or interest in and Parent’s other Affiliates shall grant to the Purchaser a world wide, non-exclusive, perpetual, fully paid royalty-free license to use all Owned Business Intellectual Property, no ownership interest into, or right to use, the Marks or any Owned Business Intellectual Property is being transferred marks or names confusingly similar thereto. (b) As soon as reasonably practicable after the Closing Date, but in no event later than sixty (60) days following the Closing Date, Buyer shall take whatever steps are necessary to change the Purchaser pursuant name of each Company to the transactions contemplated hereby. Except as expressly provided in the Technology License Agreement, neither the Purchaser nor any of its Affiliates shall use a name that does not include any of the Owned Business Intellectual PropertyMarks or any term similar or related thereto, and to otherwise cease use of the Marks, and shall take all actions necessary and appropriate to de-register the name of each of the Companies with the appropriate Governmental Entities and to register each Company’s new name with such authorities and forward a copy of such filing to Seller forthwith following receipt. (c) At As soon as reasonably practicable after the ClosingClosing Date but in no event later than sixty (60) days following the Closing Date, Parent each Company shall take whatever steps are necessary to change any “doing business as” designations of “OBERTHUR,” “XXXXXXXX-XXXXXXX OBERTHUR,” “FCO” and “FCOF” to a designation that does not include “OBERTHUR,” “XXXXXXXX-XXXXXXX OBERTHUR,” “FCO” and “FCOF” or any of the Purchaser other Marks with any term similar thereto, and to otherwise cease use of such name, and shall enter into a Technology License-Back Agreement in take all actions necessary and appropriate to cancel such “doing business as” designation with the form attached as Exhibit 5.17(c) hereto (the “Technology License-Back Agreement”), pursuant to which the Purchaser shall grant to Parent and its Affiliates a worldwide, non-exclusive, perpetual, fully paid royalty-free license to use the Licensed-Back Intellectual Propertyappropriate Governmental Entities. (d) No ownership interest in or right to use Buyer covenants that after the Licensed Business Intellectual Property is being transferred to the Purchaser pursuant to the transactions contemplated hereby, Closing Date and except as provided for in the Technology Sub-License Agreementthis Section 8.3, substantially in the form attached hereto as Exhibit 5.17(d) (the “Technology Sub-License Agreement”), whereby, at the Closing, the Seller and/or Parent shall grant to the Purchaser a perpetual, royalty-free, fully-paid, non-exclusive sublicense to use, practice, lease, license, reproduce, modify and make derivative works ofit will not, and will cause each Company to makenot, sell and distribute goods and services utilizing adopt, use or incorporatingregister or authorize others to adopt, use or register, any trade names, trademarks, service marks or Internet domain names consisting of or incorporating the Licensed Business Intellectual Property (excluding Computer Software), in accordance with and subject to, to the extent applicable, the rights and obligations of Parent and its Affiliates pursuant to the NewPage License Agreement. Except as expressly provided in the Technology Sub-License Agreement, none of the Purchaser Marks or any of its Affiliates shall use any of the Licensed Business Intellectual Property (excluding Computer Software)marks, names or Internet domain names confusingly similar thereto. (e) The Seller agrees to transfer all of its rights and obligations under the MeadWestvaco Trademark License Notwithstanding anything in this Agreement to the Purchaser contrary, the representations and promptly following the date hereof, and in any event prior warranties provided by Seller pursuant to Article 5 shall not apply to the Closing, to provide MeadWestvaco with prior written notice of such transfer in accordance with the terms and conditions of the MeadWestvaco Trademark License AgreementMarks. (f) Prior to the Closing, Parent will take all actions necessary pursuant to Section 12.3 of the “SAP America, Inc. R/3 Software End-User Value License Agreement” between SAP America, Inc. and Parent, dated as of May 12, 2005, including execution of any necessary agreements, to effectuate the transfer of 550 user licenses to the Purchaser, all at the Purchaser’s sole cost and expense.

Use of Intellectual Property. Following the Master Agreement Termination Date, Seller shall: (a) Except as expressly set forth in this Agreement or the Ancillary Agreements, no interest in or right use its commercially reasonable efforts to use the name “NewPage”, “Sterling Ultra” or promptly remove any logo (with or without the word “NewPage”), trademark or trade name or any derivation thereof of “NewPage” or any of the Seller’s Affiliates with respect to, or associated with, the foregoing (collectively, the “Retained Names and Marks”) is being transferred to the Purchaser pursuant to the transactions contemplated hereby. Except as set forth herein or expressly provided in the temporary trademark license agreement to be executed pursuant to this Section 5.17(a), the use of any Retained Names and Marks Trademarks other than Trademarks used in connection with the Rite Aid Business by (the Purchaser shall cease “Rite Aid Trademarks”) from the assets of the Seller, other than merchandise inventory purchased or on order prior to the Master Agreement Termination Date and historical business records; (b) remove any Trademarks other than Rite Aid Trademarks from its remaining merchandise inventory that has not been sold as of the Closing Date. At the Closing, Parent shall grant to the Purchaser a temporary trademark license to use the Retained Names and Marks for a period of twelve months from the Closing Date solely in connection with (i) the Carbonless Paper Business and (ii) the Non-Carbonless Paper Business, but only in connection with finished and packaged coated paper in Inventory as end of the Closing DateTransition Period or the Occupancy Period, in each caseas applicable; (c) as soon as reasonably practicable remove any Trademarks other than Rite Aid Trademarks from all buildings, pursuant to a license agreement (the “Temporary Trademark License Agreement”), substantially in the form attached hereto as Exhibit 5.17(a). Except as expressly authorized in the Temporary Trademark License Agreement or otherwise provided in this Section 5.17(a), the Purchaser, promptly following the Closing Date and, in any event, within twelve months thereafter, will remove or obliterate all the Retained Names signs and Marks from its signs, purchase orders, invoices, sales orders, labels, letterheads, and shipping documents, and not put into use after the Closing Date any such items and materials not in existence on the Closing Date that bear any Retained Name or Xxxx or any name, xxxx or logo confusingly similar thereto; provided that, after such twelve month period, the Purchaser may continue to sell goods that have been packaged prior to such time using materials bearing any vehicles of the Retained Names and Marks. Except as expressly provided herein or in any other Ancillary Agreement, the Purchaser agrees that none of Parent Seller or any of its Affiliates shall have and cease using any responsibility for claims by third parties arising out ofTrademarks other than Rite Aid Trademarks in all invoices, or relating toletterhead, the use after the Closing Date by the Purchaser or any Affiliate thereof of any Retained Name or Xxxx. Notwithstanding anything to the contrary in this Agreementdomain names and web sites, the Purchaser shall have the right to: (i) keep records advertising and other historical or archived documents containing or referencing the Retained Names promotional materials, office forms and Marks and (ii) refer to the historical fact that the Business was previously conducted under the Retained Names and Marks; provided that with respect to any such reference, the Purchaser shall not use the Retained Names or Marks to promote any business cards of the products of the Business and the Purchaser shall make explicit that the Business is no longer affiliated with the Seller, Parent Seller or MeadWestvaco. (b) Except as expressly provided in the Technology License Agreement, substantially in the form attached hereto as Exhibit 5.17(b) (the “Technology License Agreement”), pursuant to which, at the Closing, Parent, the Seller and Parent’s other Affiliates shall grant to the Purchaser a world wide, non-exclusive, perpetual, fully paid royalty-free license to use all Owned Business Intellectual Property, no ownership interest in, or right to use, any Owned Business Intellectual Property is being transferred to the Purchaser pursuant to the transactions contemplated hereby. Except as expressly provided in the Technology License Agreement, neither the Purchaser nor any of its Affiliates shall use any of the Owned Business Intellectual Property. (c) At the Closing, Parent and the Purchaser shall enter into a Technology License-Back Agreement in the form attached as Exhibit 5.17(c) hereto (the “Technology License-Back Agreement”), pursuant to which the Purchaser shall grant to Parent and its Affiliates a worldwide, non-exclusive, perpetual, fully paid royalty-free license to use the Licensed-Back Intellectual Property.Affiliates; (d) No ownership interest in or right to use as soon as reasonably practicable change the Licensed Business Intellectual Property is being transferred to the Purchaser pursuant to the transactions contemplated hereby, except as provided in the Technology Sub-License Agreement, substantially in the form attached hereto as Exhibit 5.17(d) (the “Technology Sub-License Agreement”), whereby, at the Closing, name of the Seller and/or Parent shall grant to the Purchaser a perpetual, royalty-free, fully-paid, non-exclusive sublicense to use, practice, lease, license, reproduce, modify and make derivative works of, and to make, sell and distribute goods and services utilizing or incorporating, the Licensed Business Intellectual Property (excluding Computer Software), in accordance with and subject toany of its Affiliates, to the extent applicable, to delete any references to any of the rights Trademarks other than Rite Aid Trademarks; and (e) use its commercially reasonable efforts to provide Purchaser with a copy of, and obligations of Parent thereby convey title to, those style guides, logo standards or art files (x) that are currently being used in connection with the Active Intellectual Property or (y) that are in hard copy and its Affiliates pursuant may be located by Seller after conducting a reasonable search solely with respect to Trademarks (other than the Active Intellectual Property) (collectively (x) and (y), the “Style Guides”), in each case as soon as reasonably practicable following the Master Agreement Termination Date. The Style Guides shall be transferred on an as-is, where-is basis, and Seller makes no representations or warranties, whether under this Agreement or otherwise, expressed or implied, in connection with or with respect to the NewPage License AgreementStyle Guides. Except Following the Master Agreement Termination Date, Seller shall use its commercially reasonable efforts to give Purchaser reasonable prior notice before discarding any Style Guides that are currently being used and relate to the Active Intellectual Property and a copy of which has not been previously provided to Purchaser. Following December 31, 2009, Seller shall: (a) remove any Rite Aid Trademarks from its remaining merchandise inventory; (b) as expressly provided in the Technology Sub-License Agreementsoon as reasonably practicable remove any Rite Aid Trademarks from all buildings, none signs and vehicles of the Purchaser Seller or any of its Affiliates shall use and cease using any Rite Aid Trademarks in all invoices, letterhead, domain names and web sites, advertising and promotional materials, office forms and business cards of the Seller or any of its Affiliates; and (c) as soon as reasonably practicable change the name of the Seller or any of its Affiliates, to the extent applicable, to delete any references to any of the Licensed Business Intellectual Property (excluding Computer Software)Rite Aid Trademarks. (e) The Seller agrees to transfer all of its rights and obligations under the MeadWestvaco Trademark License Agreement to the Purchaser and promptly following the date hereof, and in any event prior to the Closing, to provide MeadWestvaco with prior written notice of such transfer in accordance with the terms and conditions of the MeadWestvaco Trademark License Agreement. (f) Prior to the Closing, Parent will take all actions necessary pursuant to Section 12.3 of the “SAP America, Inc. R/3 Software End-User Value License Agreement” between SAP America, Inc. and Parent, dated as of May 12, 2005, including execution of any necessary agreements, to effectuate the transfer of 550 user licenses to the Purchaser, all at the Purchaser’s sole cost and expense.

Use of Intellectual Property. (a) Except Each of Buyer and TTSI acknowledge and agrees that except as expressly set forth in this Agreement or otherwise specifically contemplated by the Ancillary Agreements, no interest Transaction Documents neither TTSI nor Buyer is obtaining any rights in or right to use any Intellectual Property. Buyer and TTSI further acknowledge and agree that notwithstanding any provision to the name “NewPage”contrary in the Transaction Documents, “Sterling Ultra” Buyer and TTSI shall not use, and each shall cause their respective Affiliates not to use, any trademark, logo or tradename of Parent or any logo Affiliate of Parent (with other than those listed on Attachment X as Transferred Intellectual Property and transferred to Buyer under the terms of this Agreement) or without the word “NewPage”)any trademarks, trademark logos or trade name names that are confusingly similar thereto or that are a translation or transliteration thereof into any derivation thereof of “NewPage” language or any alphabet. Without limiting the generality of the Seller’s foregoing, Buyer and TTSI shall not use, and shall cause their respective Affiliates with respect to, or associated with, the foregoing (collectively, the “Retained Names and Marks”) is being transferred to the Purchaser pursuant to the transactions contemplated hereby. Except as set forth herein or expressly provided in the temporary trademark license agreement to be executed pursuant to this Section 5.17(a), the use of any Retained Names and Marks in connection with the Business by the Purchaser shall cease as of the Closing Date. At the Closing, Parent shall grant to the Purchaser a temporary trademark license not to use the Retained Names and Marks for a period of twelve months from the Closing Date solely in connection with (i) the Carbonless Paper Business and words "The Black & Deckxx Xxxporation," "Emhart Inc.," "Emhart Industries, Inc.," "Black & Deckxx," "Emhart" or any derivatives, translations or transliterations of any of the foregoing or (ii) the Non-Carbonless Paper Businesswords "True Temper" or any derivative, but only translation or transliteration thereof in connection with finished and packaged coated paper in Inventory as violation of the Closing DateHuffy Trademark Agreement; provided, in each casehowever, pursuant to a license agreement (the “Temporary Trademark License Agreement”), substantially in the form attached hereto as Exhibit 5.17(a). Except as expressly authorized in the Temporary Trademark License Agreement or otherwise provided in this Section 5.17(a), the Purchaser, promptly following the Closing Date and, in any event, within twelve months thereafter, will remove or obliterate all the Retained Names and Marks from its signs, purchase orders, invoices, sales orders, labels, letterheads, and shipping documents, and not put into use after the Closing Date any such items and materials not in existence on the Closing Date that bear any Retained Name or Xxxx or any name, xxxx or logo confusingly similar thereto; provided that, after such twelve month period, the Purchaser may continue to sell goods that have been packaged prior to such time using materials bearing any of the Retained Names and Marks. Except as expressly provided herein or in any other Ancillary Agreement, the Purchaser agrees that none of Parent or any of its Affiliates shall have any responsibility for claims by third parties arising out of, or relating to, the use after the Closing Date by the Purchaser or any Affiliate thereof of any Retained Name or Xxxx. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks and (ii) refer to the historical fact that the Business was previously conducted under the Retained Names and Marks; provided that with respect to any such referencework-in-progress, preprinted stationery, invoices, receipts, forms, advertising and promotional materials, training and source literature, packaging material or other supplies that TTSI has in inventory after the Purchaser shall not use Closing which bears the Retained Names name "The Black & Deckxx Xxxporation," "Black & Deckxx," "Emhart Inc.," "Emhart Industries, Inc." or Marks "Emhart," Parent hereby grants to promote any of the products of the Business and the Purchaser shall make explicit that the Business is no longer affiliated with the Seller, Parent or MeadWestvaco. (b) Except as expressly provided in the Technology License Agreement, substantially in the form attached hereto as Exhibit 5.17(b) (the “Technology License Agreement”), pursuant to which, at the Closing, Parent, the Seller and Parent’s other Affiliates shall grant to the Purchaser TTSI a world wide, nonpaid-exclusive, perpetual, fully paid royalty-free up license to use all Owned Business Intellectual Propertysuch names on such inventory; provided, no ownership interest infurther, or right that TTSI agrees to use, any Owned Business Intellectual Property is being transferred use its reasonable best efforts to the Purchaser pursuant to the transactions contemplated hereby. Except as expressly provided exhaust such inventory in the Technology License Agreement, neither the Purchaser nor any ordinary course of its Affiliates shall use any of the Owned Business Intellectual Property. (c) At business as soon as is reasonably practicable after the Closing, Parent and . The provisions of this Section 6.04 shall survive the Purchaser shall enter into a Technology License-Back Agreement in the form attached as Exhibit 5.17(c) hereto (the “Technology License-Back Agreement”), pursuant to which the Purchaser shall grant to Parent and its Affiliates a worldwide, non-exclusive, perpetual, fully paid royalty-free license to use the Licensed-Back Intellectual PropertyClosing indefinitely. (d) No ownership interest in or right to use the Licensed Business Intellectual Property is being transferred to the Purchaser pursuant to the transactions contemplated hereby, except as provided in the Technology Sub-License Agreement, substantially in the form attached hereto as Exhibit 5.17(d) (the “Technology Sub-License Agreement”), whereby, at the Closing, the Seller and/or Parent shall grant to the Purchaser a perpetual, royalty-free, fully-paid, non-exclusive sublicense to use, practice, lease, license, reproduce, modify and make derivative works of, and to make, sell and distribute goods and services utilizing or incorporating, the Licensed Business Intellectual Property (excluding Computer Software), in accordance with and subject to, to the extent applicable, the rights and obligations of Parent and its Affiliates pursuant to the NewPage License Agreement. Except as expressly provided in the Technology Sub-License Agreement, none of the Purchaser or any of its Affiliates shall use any of the Licensed Business Intellectual Property (excluding Computer Software). (e) The Seller agrees to transfer all of its rights and obligations under the MeadWestvaco Trademark License Agreement to the Purchaser and promptly following the date hereof, and in any event prior to the Closing, to provide MeadWestvaco with prior written notice of such transfer in accordance with the terms and conditions of the MeadWestvaco Trademark License Agreement. (f) Prior to the Closing, Parent will take all actions necessary pursuant to Section 12.3 of the “SAP America, Inc. R/3 Software End-User Value License Agreement” between SAP America, Inc. and Parent, dated as of May 12, 2005, including execution of any necessary agreements, to effectuate the transfer of 550 user licenses to the Purchaser, all at the Purchaser’s sole cost and expense.

Use of Intellectual Property. (a) Except as expressly set forth in this Agreement or the Ancillary Agreements, no interest in or right to use the name “"NewPage”", “"Sterling Ultra” " or any logo (with or without the word “"NewPage”"), trademark or trade name or any derivation thereof of “"NewPage” " or any of the Seller’s 's Affiliates with respect to, or associated with, the foregoing (collectively, the “"Retained Names and Marks”") is being transferred to the Purchaser pursuant to the transactions contemplated hereby. Except as set forth herein or expressly provided in the temporary trademark license agreement to be executed pursuant to this Section 5.17(a), the use of any Retained Names and Marks in connection with the Business by the Purchaser shall cease as of the Closing Date. At the Closing, Parent shall grant to the Purchaser a temporary trademark license to use the Retained Names and Marks for a period of twelve months from the Closing Date solely in connection with (i) the Carbonless Paper Business and (ii) the Non-Carbonless Paper Business, but only in connection with finished and packaged coated paper in Inventory as of the Closing Date, in each case, pursuant to a license agreement (the “"Temporary Trademark License Agreement”"), substantially in the form attached hereto as Exhibit 5.17(a). Except as expressly authorized in the Temporary Trademark License Agreement or otherwise provided in this Section 5.17(a), the Purchaser, promptly following the Closing Date and, in any event, within twelve months thereafter, will remove or obliterate all the Retained Names and Marks from its signs, purchase orders, invoices, sales orders, labels, letterheads, and shipping documents, and not put into use after the Closing Date any such items and materials not in existence on the Closing Date that bear any Retained Name or Xxxx Mark or any name, xxxx mark or logo confusingly similar thereto; provided thatprovidex xxat, after such twelve xxxlve month period, the Purchaser may continue to sell goods that have been packaged prior to such time using materials bearing any of the Retained Names and Marks. Except as expressly provided herein or in any other Ancillary Agreement, the Purchaser agrees that none of Parent or any of its Affiliates shall have any responsibility for claims by third parties arising out of, or relating to, the use after the Closing Date by the Purchaser or any Affiliate thereof of any Retained Name or XxxxMark. Notwithstanding anything to the contrary in this Agreement, the Purchaser txx Xurchaser shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks and (ii) refer to the historical fact that the Business was previously conducted under the Retained Names and Marks; provided that with respect to any such reference, the Purchaser shall not use the Retained Names or Marks to promote any of the products of the Business and the Purchaser shall make explicit that the Business is no longer affiliated with the Seller, Parent or MeadWestvaco. (b) Except as expressly provided in the Technology License Agreement, substantially in the form attached hereto as Exhibit 5.17(b) (the “"Technology License Agreement”"), pursuant to which, at the Closing, Parent, the Seller and Parent’s 's other Affiliates shall grant to the Purchaser a world wide, non-exclusive, perpetual, fully paid royalty-free license to use all Owned Business Intellectual Property, no ownership interest in, or right to use, any Owned Business Intellectual Property is being transferred to the Purchaser pursuant to the transactions contemplated hereby. Except as expressly provided in the Technology License Agreement, neither the Purchaser nor any of its Affiliates shall use any of the Owned Business Intellectual Property. (c) At the Closing, Parent and the Purchaser shall enter into a Technology License-Back Agreement in the form attached as Exhibit 5.17(c) hereto (the “"Technology License-Back Agreement”"), pursuant to which the Purchaser shall grant to Parent and its Affiliates a worldwide, non-exclusive, perpetual, fully paid royalty-free license to use the Licensed-Back Intellectual Property. (d) No ownership interest in or right to use the Licensed Business Intellectual Property is being transferred to the Purchaser pursuant to the transactions contemplated hereby, except as provided in the Technology Sub-License Agreement, substantially in the form attached hereto as Exhibit 5.17(d) (the “"Technology Sub-License Agreement”"), whereby, at the Closing, the Seller and/or Parent shall grant to the Purchaser a perpetual, royalty-free, fully-paid, non-exclusive sublicense to use, practice, lease, license, reproduce, modify and make derivative works of, and to make, sell and distribute goods and services utilizing or incorporating, the Licensed Business Intellectual Property (excluding Computer Software), in accordance with and subject to, to the extent applicable, the rights and obligations of Parent and its Affiliates pursuant to the NewPage License Agreement. Except as expressly provided in the Technology Sub-License Agreement, none of the Purchaser or any of its Affiliates shall use any of the Licensed Business Intellectual Property (excluding Computer Software). (e) The Seller agrees to transfer all of its rights and obligations under the MeadWestvaco Trademark License Agreement to the Purchaser and promptly following the date hereof, and in any event prior to the Closing, to provide MeadWestvaco with prior written notice of such transfer in accordance with the terms and conditions of the MeadWestvaco Trademark License Agreement. (f) Prior to the Closing, Parent will take all actions necessary pursuant to Section 12.3 of the “"SAP America, Inc. R/3 Software End-User Value License Agreement” " between SAP America, Inc. and Parent, dated as of May 12, 2005, including execution of any necessary agreements, to effectuate the transfer of 550 user licenses to the Purchaser, all at the Purchaser’s 's sole cost and expense.

Use of Intellectual Property. (a) Except as expressly set forth in this Agreement or the Ancillary Agreements, no interest in or right to use the name “NewPage”, “Sterling Ultra” or any logo (with or without the word “NewPage”), trademark or trade name or any derivation thereof of “NewPage” or any of the Seller’s Affiliates with respect to, or associated with, the foregoing (collectively, the “Retained Names Parent acknowledges that from and Marks”) is being transferred to the Purchaser pursuant to the transactions contemplated hereby. Except as set forth herein or expressly provided in the temporary trademark license agreement to be executed pursuant to this Section 5.17(a), the use of any Retained Names and Marks in connection with the Business by the Purchaser shall cease as of after the Closing Date, the Business Intellectual Property shall be or is intended to be owned, directly or indirectly by Company, that neither Parent nor any of its Affiliates shall have any rights in the Business Intellectual Property. At Buyer acknowledges that from and after the Closing Date, the Intellectual Property Rights transferred from UTSC to an Affiliate of Parent shall be owned or are intended to be owned, directly or indirectly by Parent, that neither Buyer nor any of its Affiliates shall have any rights in such Intellectual Property Rights. After the Closing, Parent shall grant to the Purchaser a temporary trademark license will cease to use the Retained Names Marks included in the Business Intellectual Property (the “Business Trademarks”) and any stylized logo derived from each such Business Trademark, and shall destroy or transfer to Company as soon as practicable any displays, signage, postings, stationery, packaging materials, supplies or inventory on hand upon which the Business Trademarks or such stylized logos appear. (b) After the Closing, neither Company nor its Subsidiaries shall use any Marks for a period or other Intellectual Property of twelve months Parent and its Subsidiaries that is not included in the Business Intellectual Property or any stylized logo derived from the Closing Date solely in connection with (i) the Carbonless Paper Business and (ii) the Non-Carbonless Paper Businesseach such Trademark, but only in connection with finished and packaged coated paper in Inventory as of the Closing Dateexcept, in each case, pursuant to a license agreement (the “Temporary Trademark License Agreement”), substantially in the form attached hereto as Exhibit 5.17(a). Except as expressly authorized in the Temporary Trademark License Agreement or otherwise provided in this Section 5.17(a), the Purchaser, promptly following the Closing Date and, in any event, within twelve months thereafter, will remove or obliterate all the Retained Names and Marks from its signs, purchase orders, invoices, sales orders, labels, letterheadslicenses granted by Parent, and shipping documentsshall destroy or transfer to Parent any displays, and not put into use after the Closing Date any signage, postings, stationery, packaging materials, supplies or inventory on hand upon which such items and materials not in existence on the Closing Date that bear any Retained Name Marks or Xxxx or any name, xxxx or logo confusingly similar thereto; provided that, after such twelve month period, the Purchaser may continue to sell goods that have been packaged prior to such time using materials bearing any of the Retained Names and Marks. Except as expressly provided herein or in any other Ancillary Agreement, the Purchaser agrees that none of Parent or any of its Affiliates shall have any responsibility for claims by third parties arising out of, or relating to, the use after the Closing Date by the Purchaser or any Affiliate thereof of any Retained Name or Xxxx. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks and (ii) refer to the historical fact that the Business was previously conducted under the Retained Names and Marks; provided that with respect to any such reference, the Purchaser shall not use the Retained Names or Marks to promote any of the products of the Business and the Purchaser shall make explicit that the Business is no longer affiliated with the Seller, Parent or MeadWestvaco. (b) Except as expressly provided in the Technology License Agreement, substantially in the form attached hereto as Exhibit 5.17(b) (the “Technology License Agreement”), pursuant to which, at the Closing, Parent, the Seller and Parent’s other Affiliates shall grant to the Purchaser a world wide, non-exclusive, perpetual, fully paid royalty-free license to use all Owned Business Intellectual Property, no ownership interest in, or right to use, any Owned Business Intellectual Property is being transferred to the Purchaser pursuant to the transactions contemplated hereby. Except as expressly provided in the Technology License Agreement, neither the Purchaser nor any of its Affiliates shall use any of the Owned Business Intellectual Propertystylized logos appear. (c) At Notwithstanding the Closingabove, Parent and the Purchaser shall enter into a Technology License-Back Agreement in the form attached as Exhibit 5.17(c) hereto (the “Technology License-Back Agreement”), pursuant subject to which the Purchaser shall grant to Parent and its Affiliates a worldwide, non-exclusive, perpetual, fully paid royalty-free license to use the Licensed-Back Intellectual Property. (d) No ownership interest in or right to use the Licensed Business Intellectual Property is being transferred to the Purchaser pursuant to the transactions contemplated hereby, except as provided in the Technology Sub-License Agreement, substantially in the form attached hereto as Exhibit 5.17(d) (the “Technology Sub-License Agreement”), whereby, at the Closing, the Seller and/or Parent shall grant to the Purchaser a perpetual, royalty-free, fully-paid, non-exclusive sublicense to use, practice, lease, license, reproduce, modify and make derivative works of, and to make, sell and distribute goods and services utilizing or incorporating, the Licensed Business Intellectual Property (excluding Computer Software), in accordance with and subject to, to the extent applicable, the rights and obligations of Parent and its Affiliates pursuant to the NewPage License Agreement. Except as expressly provided in the Technology Sub-License Agreement, none of the Purchaser or any of its Affiliates shall use any of the Licensed Business Intellectual Property (excluding Computer Software). (e) The Seller agrees to transfer all of its rights and obligations under the MeadWestvaco Trademark License Agreement to the Purchaser and promptly following the date hereof, and in any event prior to the Closing, to provide MeadWestvaco with prior written notice of such transfer in accordance with the terms and conditions of the MeadWestvaco Trademark License Agreement, the Buyer is permitted to use the trademarks and trade names using the term “UTStarcom” or variations thereof owned by the Parent or its Subsidiaries other than the Company free of charge for ten (10) years following the Closing Date (i) for IPTV Products all over the world and (ii) for Wireless products and service within PRC, such as WiFi solutions, LTE/4G terminals and handsets, etc. , and (fiii) Prior for Subsidiaries and Affiliates of Buyer organized under the laws of the PRC or Hong Kong SAR, within the PRC and Hong Kong SAR. Notwithstanding the forgoing, NewCo acknowledges that NewCo’s products and services by use of UTStarcom trademarks shall not compete with UTStarcom’s products and services. Subject to the Closing, Parent will take all actions necessary pursuant to Section 12.3 terms and conditions of the “SAP America, Inc. R/3 Software End-User Value License Agreement” between SAP America, Inc. and Parentin the event the Parent ceases to use the trademarks or trade names relating to “UTStarcom”, dated as of May 12, 2005, including execution of any necessary agreements, to effectuate the transfer of 550 user licenses Parent agrees that the Buyer shall be entitled to the Purchaser, all at the Purchaser’s sole cost and expenseownership of such trademarks or trade names free of charge.