Common use of Use of the Licensed Marks Clause in Contracts

Use of the Licensed Marks. A. LICENSEE shall comply with LICENSOR's written guidelines and rules provided to LICENSEE from time to time by LICENSOR with respect to the appearance and manner of use of the LICENSED MARKS. Any form of use of the LICENSED MARKS not specifically provided for by such guidelines and rules shall be adopted by LICENSEE only upon prior approval in writing by LICENSOR. Representative specimens showing the use of the LICENSED XXXX by LICENSEE shall be sent to LICENSOR from time to time upon request by LICENSOR. B. LICENSEE shall comply with all applicable laws and regulations, including those pertaining to the proper use and designation of trademarks, corporate names and trade names in the LICENSED TERRITORY and pertaining to the sale of PRODUCTS and PRE-COMMERCIAL UNITS and the rendering of SERVICES in the LICENSED TERRITORY. C. LICENSEE shall immediately cease use of the LICENSED MARKS upon notice from LICENSOR that, in the sole opinion of LICENSOR, such use of the LICENSED MARKS (i) is in violation of LICENSOR's guidelines, rules, or STANDARDS OF QUALITY, or (ii) results or is likely to result in an adverse claim against either LICENSOR or LICENSEE by a third party. D. If, in the sole discretion of LICENSOR, it is required or advisable for the purpose of making this Agreement enforceable, or for the purpose of maintaining, enhancing, or protecting LICENSOR's rights in the LICENSED MARKS, to record this Agreement or to enter LICENSEE as registered or authorized user of the LICENSED MARKS, LICENSOR will attend (at LICENSEE's expense) to such recording or entry. LICENSEE will execute and deliver to LICENSOR such additional instruments or documentation as LICENSOR may reasonably request, including without limitation execution and delivery of substitute or short-form license agreements, with terms consistent with this Agreement, for recordation or registration in specified countries in the event that this Agreement shall be deemed to be unsuitable for recordation or entry in such countries. The terms and conditions of this Agreement (and not the terms and conditions of such substitute or short-form license agreements entered into for recording or entry purposes) shall be binding between the parties throughout the world and shall govern and control any controversy that should arise with respect to each party's rights and obligations hereunder; provided, however, that if specific -------- ------- terms and conditions of any such substitute or short-form agreement differ from the comparable terms and conditions of this Agreement and enforcement of the comparable terms and conditions of this Agreement pursuant to this provision either would be improper under the laws of the applicable country or would adversely affect LICENSOR's rights in the LICENSED MARKS in such country, then the specific terms and conditions of the substitute or short-form agreement shall be controlling in such country. E. LICENSEE shall supply LICENSOR with such information concerning the use of the LICENSED MARKS by LICENSEE on or in connection with the PRODUCTS, PRE- COMMERCIAL UNITS, and SERVICES as LICENSOR may reasonably request to aid LICENSOR in the acquisition, maintenance, and renewal of registrations of the LICENSED MARKS, to record this Agreement and to enter LICENSEE as a registered or authorized user of the LICENSED MARKS, or for any other purpose.

Use of the Licensed Marks. A. LICENSEE 4.1 Under the license granted in Article 2 hereof, Purchaser is authorized to use the Licensed Marks on or in connection with Licensed Products, including use in its packaging, labeling, publicity, advertising, instruction books and other literature for or relating to the Licensed Products. In no event, however, shall Purchaser use the Licensed Marks as part of a trade name or authorize another Person to do so. 4.2 Purchaser shall comply with LICENSOR's written guidelines reasonable rules and rules provided to LICENSEE practices for trademark usage set forth from time to time by LICENSOR IR with respect to the appearance and manner of use of the LICENSED MARKS. Any form Licensed Marks that IR is then using, including such rules and practices set forth in any existing IR trademark usage manuals or policy statements, as identified in Schedule C. In using the Licensed Marks, Purchaser shall indicate that the registered Licensed Marks are trademarks of use of the LICENSED MARKS not specifically provided for by such guidelines and rules shall be adopted by LICENSEE only upon prior approval in writing by LICENSOR. Representative specimens showing the use of the LICENSED XXXX by LICENSEE shall be sent to LICENSOR from time to time upon request by LICENSORIR. B. LICENSEE 4.3 Purchaser shall comply with all applicable laws and regulationsregulations pertaining to the use of the Licensed Marks, including those pertaining to the proper use and designation of trademarks, corporate names and trade names in the LICENSED TERRITORY and pertaining to the sale of PRODUCTS and PRE-COMMERCIAL UNITS and the rendering of SERVICES in the LICENSED TERRITORYnames. C. LICENSEE shall immediately cease use 4.4 Purchaser agrees to comply with all guidelines set forth in Schedule C, and all reasonable revisions thereto from time to time, for the purpose of distinguishing the LICENSED MARKS upon notice from LICENSOR that, in the sole opinion Licensed Marks and preventing confusion of LICENSOR, such use of the LICENSED MARKS (i) is in violation of LICENSOR's guidelines, rules, or STANDARDS OF QUALITY, or (ii) results or is likely to result in an adverse claim against either LICENSOR or LICENSEE by a itself with any third partyPerson. D. 4.5 If, in the sole discretion of LICENSORIR, it is required or advisable for the purpose of making implementing or enforcing this Agreement enforceableTrademark Agreement, or for the purpose of maintaining, enhancing, or protecting LICENSOR's IR’s rights in the LICENSED MARKSLicensed Marks, to record or enter this Trademark Agreement or to enter LICENSEE as registered or authorized user of the LICENSED MARKSwith a Governmental Authority, LICENSOR IR will attend (at LICENSEE's expense) to such recording or entryentry at its own expense. LICENSEE At IR’s expense, Purchaser will execute and deliver to LICENSOR IR such additional instruments or documentation as LICENSOR IR may reasonably requestrequest to effectuate such recording or entry, including without limitation execution and delivery of substitute or short-form license agreements, with terms consistent with this Trademark Agreement, for recordation or registration in specified countries in the event that this Trademark Agreement shall be deemed to be unsuitable for recordation or entry in such countries. The terms and conditions of this Trademark Agreement (and not the terms and conditions of such substitute or short-form license agreements entered into for recording or entry purposes) shall be binding between the parties Parties throughout the world and shall govern and control any controversy that should may arise with respect to each party's Party’s rights and obligations hereunder; provided, however, that if specific -------- ------- terms and conditions of any such substitute or short-form agreement differ from the comparable terms and conditions of this Agreement and enforcement of the comparable terms and conditions of this Agreement pursuant to this provision either would be improper under the laws of the applicable country or would adversely affect LICENSOR's rights in the LICENSED MARKS in such country, then the specific terms and conditions of the substitute or short-form agreement shall be controlling in such country. E. LICENSEE 4.6 Purchaser shall supply LICENSOR IR with such information concerning the use of the LICENSED MARKS by LICENSEE on or in connection with the PRODUCTS, PRE- COMMERCIAL UNITS, and SERVICES Licensed Products as LICENSOR IR may reasonably request at IR’s expense to aid LICENSOR IR in the acquisition, maintenance, and renewal of registrations of the LICENSED MARKSLicensed Marks, to record this Trademark Agreement and to enter LICENSEE Purchaser as a registered or authorized user of the LICENSED MARKS, or for any other purposeLicensed Marks with a Governmental Authority.

Use of the Licensed Marks. A. LICENSEE 4.1 In no event shall Purchaser use the Licensed Marks as part of a trade name or authorize another Person to do so. 4.2 Purchaser shall comply with LICENSOR's written guidelines reasonable rules and rules provided to LICENSEE practices for trademark usage set forth from time to time by LICENSOR IR with respect to the appearance and manner of use of the LICENSED MARKS. Any form Licensed Marks that IR is then using, including such rules and practices set forth in any existing IR trademark usage manuals or policy statements as identified in Schedule C. In using the Licensed Marks, Purchaser shall indicate that the Licensed Marks are trademarks of use of the LICENSED MARKS not specifically provided for by such guidelines and rules shall be adopted by LICENSEE only upon prior approval in writing by LICENSOR. Representative specimens showing the use of the LICENSED XXXX by LICENSEE shall be sent to LICENSOR from time to time upon request by LICENSORIR. B. LICENSEE 4.3 Purchaser shall comply with all applicable laws and regulationsregulations pertaining to the use of the Licensed Marks, including those pertaining to the proper use and designation of trademarks, corporate names and trade names in the LICENSED TERRITORY and pertaining to the sale of PRODUCTS and PRE-COMMERCIAL UNITS and the rendering of SERVICES in the LICENSED TERRITORYnames. C. LICENSEE shall immediately cease use 4.4 Purchaser agrees to comply with all guidelines set forth in Schedule C, and all reasonable revisions thereto from time to time, for the purpose of distinguishing the LICENSED MARKS upon notice from LICENSOR that, in the sole opinion Licensed Marks and preventing confusion of LICENSOR, such use of the LICENSED MARKS (i) is in violation of LICENSOR's guidelines, rules, or STANDARDS OF QUALITY, or (ii) results or is likely to result in an adverse claim against either LICENSOR or LICENSEE by a itself with any third partyPerson. D. 4.5 If, in the sole discretion of LICENSORIR, it is required or advisable for the purpose of making implementing or enforcing this Agreement enforceableIR Trademark Agreement, or for the purpose of maintaining, enhancing, or protecting LICENSOR's IR’s rights in the LICENSED MARKSLicensed Marks, to record or enter this IR Trademark Agreement or to enter LICENSEE as registered or authorized user of the LICENSED MARKSwith a Governmental Authority, LICENSOR IR will attend (at LICENSEE's expense) to such recording or entryentry at its own expense. LICENSEE At IR’s expense, Purchaser will execute and deliver to LICENSOR IR such additional instruments or documentation as LICENSOR IR may reasonably requestrequest to effectuate such recording or entry, including without limitation execution and delivery of substitute or short-form license agreements, with terms consistent with this IR Trademark Agreement, for recordation or registration in specified countries in the event that this IR Trademark Agreement shall be deemed to be unsuitable for recordation or entry in such countries. The terms and conditions of this IR Trademark Agreement (and not the terms and conditions of such substitute or short-form license agreements entered into for recording or entry purposes) shall be binding between the parties Parties throughout the world and shall govern and control any controversy that should may arise with respect to each party's Party’s rights and obligations hereunder; provided, however, that if specific -------- ------- terms and conditions of any such substitute or short-form agreement differ from the comparable terms and conditions of this Agreement and enforcement of the comparable terms and conditions of this Agreement pursuant to this provision either would be improper under the laws of the applicable country or would adversely affect LICENSOR's rights in the LICENSED MARKS in such country, then the specific terms and conditions of the substitute or short-form agreement shall be controlling in such country. E. LICENSEE 4.6 Purchaser shall supply LICENSOR IR with such information concerning the use of the LICENSED MARKS by LICENSEE on or in connection with the PRODUCTS, PRE- COMMERCIAL UNITS, and SERVICES Licensed Products as LICENSOR IR may reasonably request at IR’s expense to aid LICENSOR IR in the acquisition, maintenance, and renewal of registrations of the LICENSED MARKSLicensed Marks, to record this IR Trademark Agreement and to enter LICENSEE Purchaser as a registered or authorized user of the LICENSED MARKS, or for any other purposeLicensed Marks with a Governmental Authority.