Common use of Use of Trademarks Clause in Contracts

Use of Trademarks. Distributor shall not be permitted to print, post or otherwise use letterhead, calling cards, literature, signage or other representations in the name of Supplier (or any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the express, written permission of Supplier. Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor for Supplier Products and may as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights shall inure to Distributor as a result of any such use or reference, and all such rights, including goodwill shall inure to the benefit of and be vested in Supplier. Upon termination of this Agreement for any reason, Distributor will immediately cease using the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraph.

Appears in 4 contracts

Samples: Exclusive Distribution Agreement (Blow & Drive Interlock Corp), Exclusive Distribution Agreement (Blow & Drive Interlock Corp), Exclusive Distribution Agreement (Blow & Drive Interlock Corp)

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Use of Trademarks. Distributor Purchaser, the Company, its Subsidiaries and their respective Affiliates (“Licensed Parties”) shall not be permitted have the right to printuse the Business Marks for a period of 18 months following the Closing Date (the “Transition Period”) in order to effectuate a smooth and orderly transition and rebranding for the Company and its Subsidiaries. In view of the foregoing, post Seller hereby grants to each of the Licensed Parties, to the extent of the rights owned or otherwise use letterhead, calling cards, literature, signage or other representations in the name of Supplier (controlled by Seller or any of its affiliates) Affiliates, a non-exclusive, royalty-free right and license to use the Business Marks during the Transition Period in connection with their respective businesses, including for the manufacturing, marketing and distribution of products and services. The Licensed Parties may, to the extent of the rights owned or to represent itself as Supplier (controlled by Seller or any of its affiliates) or make commitments Affiliates, permit third parties to use the Business Marks during the Transition Period, but only for and on behalf of Supplier (or any of its affiliates) without the express, written permission of SupplierLicensed Parties. Distributor expressly Seller agrees that no license to use Supplier (or any the provisions of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor Section 4.21 may be partially assigned for Supplier Products and may as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights shall inure to Distributor as a result of any such use or reference, and all such rights, including goodwill shall inure to the benefit of a Person that acquires a Market pursuant to a Market Divestiture, and the Transition Period in any such case shall be vested in Supplierfor a period of 18 months following the closing of such Market Divestiture or such longer period as may be required by a Governmental Entity not to exceed 24 months. Upon termination Prior to the Closing, Seller and the Company shall cooperate to enter into a transitional trademark license agreement on terms reasonably acceptable to Purchaser and consistent with the license granted in, and the other terms and conditions of, this Section 4.21, upon the effectiveness of this Agreement for any reason, Distributor will immediately cease using which the Supplier Trademarks as allowed licenses and rights granted in this Section 4.21 shall terminate. Between the date hereof and the end of the Transition Period, Seller shall, and shall immediately cause its Affiliates to, not take all appropriate and necessary steps any action, or fail to (a) remove and cancel take any listings action, that, in public recordseach case, telephone books, other directories, remove any visual displays would reasonably be expected to materially limit or literature at Distributor’s location, restrict the Internet and elsewhere that would indicate or would lead the public rights licensed under this Section 4.21 were such license to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments be granted in respect of the Territory (whether or not such filings were authorized by Supplier) that may incorporate period beginning on the Supplier Trademarks or any marks or names confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraphdate hereof.

Appears in 4 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement

Use of Trademarks. (a) The Distributor acknowledges and agrees that the Trademarks are the sole and exclusive property of IDM and/or its Affiliates. The Distributor recognizes the validity of the title of IDM in and to the Trademarks used in any country in connection with the Products, whether registered or not. The Distributor further acknowledges the distinctiveness (whether inherent or acquired), validity, originality, and value of the Trademarks and the goodwill attached to the business in goods and services on and in relation to which the Trademarks are used, and the Distributor shall not raise or cause to be permitted to printraised any question concerning, post or otherwise use letterhead, calling cards, literature, signage or other representations in the name of Supplier (or any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the express, written permission of Supplier. Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectivelyobjections to, the “Supplier distinctiveness, validity, originality, or value of, or goodwill in, the Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor for Supplier Products and may as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right of IDM to review Distributor’s marketing and sales materials prior to their publication register same in any country, any registrations thereof, or use. No rights shall inure to Distributor as a result the right or title of IDM, thereto, on any such use or reference, and all such rights, including goodwill shall inure to the benefit of and be vested in Supplier. Upon termination of this Agreement for any reason, Distributor will immediately cease using the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and grounds whatsoever. (b) cancel, abandon The Distributor shall not do or transfer (as requested by Supplier) authorise any product licenses, trade name filings, trademark applications act or registrations thing which will in any way impair the rights of IDM and/or its Affiliates in and to the Trademarks nor represent that it has any right or other filings with title to the governments ownership of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or their registration. The Distributor shall not use any marks other trademarks than the Trademarks in connection with its distribution of the Product and shall not register any of the Trademarks for its own account or names use a mxxx, name or logo that is confusingly similar to the Supplier Trademarks. Upon Distributor’s failure Trademarks to comply with identify any other product manufactured, distributed or sold by the Distributor in or outside the Territory. (c) The license to use the Trademarks in the Territory, granted in Article 2.1 (b), is made provided that such use shall be: (i) limited to the term of this paragraphAgreement; (ii) limited to use on the labels and packaging for the Products and/or other printed material related to the sale and promotion of the Products, Supplier may make application for such removals, cancellations, abandonments or transfers as approved in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraph.advance by IDM;

Appears in 1 contract

Samples: License and Distribution Agreement (Idm Pharma, Inc.)

Use of Trademarks. Distributor shall not be permitted 13.01 With respect to printthe use of any of the trademarks associated with the Products, post now or otherwise use letterhead, calling cards, literature, signage or other representations at any time registered in the name of Supplier DIAMANT (or the "Trademarks"), the parties agree as follows: (a) all representations of any Trademarks which the Distributor intends to use in any promotional materials (the "Materials") shall be submitted to DIAMANT for prior approval of design, colour and other details and no Materials containing any of its affiliates) the Trademarks shall be distributed by the Distributor or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier the Distributor without the written approval of DIAMANT; and (b) DIAMANT shall not withhold its approval unreasonably and, unless DIAMANT has advised the Distributor in writing within three (3) business days of receipt of the Materials for approval that DIAMANT does not approve of the use of such Materials, DIAMANT shall be deemed to have approved of the use of such materials. 13.02 The Distributor shall not change or vary any of its affiliatesthe Trademarks nor use any other Trademarks, which are similar to or substantially similar to, or so nearly resembling the Trademarks so as to be likely to cause deception or confusion to the public. 13.03 Unless otherwise provided in this Agreement, the Distributor shall accompany any and all print use of the Trademarks with an asterisk printed closely adjacent to each printed representation of the Trademarks, to which will be related on the same page the legend "DIAMANT Trademark". 13.04 With respect to the use of the Trademarks the Distributor agrees as follows: (a) without the express, written permission Distributor recognizes that DIAMANT is the owner of Supplier. Distributor expressly the Trademarks and all the goodwill therein and agrees that no license to the same shall remain vested in DIAMANT both during the term of this Agreement and thereafter and that the use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted Trademarks by this Agreement. the Distributor may, however, indicate in its advertising shall be used on behalf and marketing materials that it is a distributor for Supplier Products and may as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights shall inure to Distributor as a result of any such use or reference, and all such rights, including goodwill shall inure to the benefit of DIAMANT. The Distributor agrees not to challenge the validity or ownership of the Trademarks and/or the goodwill therein; and (b) any goodwill which the Distributor may acquire from the use of the Trademarks shall vest in and be vested in Supplier. Upon become the absolute property of DIAMANT and the Distributor undertakes and agrees at the request and expense of DIAMANT, whether before or after the termination of this Agreement for any reasonAgreement, Distributor will immediately cease using to execute all such instruments and to do all such acts as may be necessary and desirable to vest absolutely in DIAMANT the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraphsaid goodwill.

Appears in 1 contract

Samples: Distribution Agreement (Diamant Art Corp)

Use of Trademarks. Distributor agrees that it has no interest in, and nothing in this Agreement shall give Distributor any interest in, any trademark, tradename or logo owned or used by SAC. Distributor shall not be permitted to printuse any such trademark, post tradename or otherwise use letterheadlogo, calling cardseither alone or with any other word or words as part of Distributor's trade or corporate name, literature, signage or other representations in the name of Supplier (or any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the express, express prior written permission of SupplierSAC. Distributor expressly agrees that no license shall obtain the written approval of SAC with respect to all signs, labels, packaging material, advertising or the like bearing SAC's trademarks, tradenames or logos prior to the use Supplier (or thereof. On request by SAC, and in any event upon termination of this Agreement, Distributor shall discontinue completely any use of any of its affiliates’ SAC's trademarks, tradenames and logos, for any purpose whatsoever, including use in the Distributor's trade namesor corporate name, service marks and shall deliver to SAC, free of any charge to SAC, all signs, labels, packaging materials, advertising or the like bearing SAC's trademarks, tradenames or logos (collectivelythat are in possession of Distributor. lt is understood and agreed that such trademarks, the “Supplier Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising tradenames and marketing materials that it is a distributor for Supplier Products logos and may as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights shall inure to Distributor as a result of any such use or reference, and all such rights, including goodwill associated with the use thereof shall be and remain the property of and inure to the benefit of and be vested in Supplier. Upon termination of this Agreement for any reason, Distributor will immediately cease using the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s nameSAC. Distributor shall render assistance not remove or obliterate any of the trademarks, tradenames, logos, patent name plates or other markings thereon, shall not do anything that would in any way impeach or reduce the validity of the patents or trademarks, under which Products are manufactured or sold, and shall refrain from reselling Products to and reimburse Supplier for expenses incurred any customer or user known to follow any such practices. Distributor shall do nothing to diminish, or appear to diminish the goodwill, trademarks or tradenames of SAC. Nothing in enforcing this paragraphAgreement shall in any way limit the terms of any other Agreement protecting SAC's tradename, trade secrets, patents or copyrights.

Appears in 1 contract

Samples: Purchase, Supply, and Distributor Agreement (Sac Technologies Inc)

Use of Trademarks. Distributor In connection with the marketing and advertising of the Products, Representative may use or make reference to trademarks, trade names and service marks owned by Supplier (the “Marks”) only as directed by Supplier. Representative shall not be permitted to printuse its own trademarks, post trade names and services marks (the “Representative Marks”); provided that Representative Marks shall not appear larger or otherwise more prominently on advertisements or promotions for the Products than the Marks. Representative shall not alter or remove the Marks from the Products. Representative’s use letterhead, calling cardsof the Marks hereunder shall be subject to such additional requirements as Supplier believes are appropriate to protect the Marks and Supplier’s’ ownership rights therein. Representative agrees that the use of the Marks on packages, literature, signage or other representations in the name of Supplier (or any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the express, written permission of Supplier. Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor for Supplier Products and may as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for will be of high quality and that Supplier Products. Supplier reserves shall have the right to review Distributor’s marketing monitor and sales control such use. Representative will furnish Supplier with all materials on which Representative plans to use the Marks prior to their publication such use, and Supplier will have the right to refuse any use of the Marks by Representative. Representative shall take all steps reasonably requested by Supplier to secure for Supplier any proprietary rights in connection with the Products or usethe Marks, and to cooperate with Supplier to protect and defend Supplier’ rights therein. No Representative hereby does and shall at all times acknowledge Supplier’s exclusive right, title and interest in and to the Marks and [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. shall not in any manner represent that it has any ownership interest therein nor will it adopt or use any trademarks, trade names or service marks confusingly similar thereto. Representative shall not at any time do or permit any act to be done which may in any way impair the rights of Supplier in the Marks. Representative shall inure not use any of the Marks on or in connection with any goods or services other than the Products INTERNET: Representative shall follow Supplier’s instructions with respect to Distributor as a result each of the following: (i) use of any such use information about Supplier or reference, and all such rights, including goodwill shall inure to the benefit Products available on the Internet; (ii) linking of and be vested in Supplier. Upon termination of this Agreement for any reason, Distributor will immediately cease using the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, site on the Internet and elsewhere that would indicate to any site on the Internet established, operated or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or sponsored by Supplier’s (or any of its affiliates’) products or services; and (biii) canceluse of any of the Marks on any site on the Internet. Representative acknowledges that it shall cease the activities described in (i), abandon or transfer (as requested ii) and/or (iii) above, if so instructed by Supplier) . In no event shall Representative establish, operate, sponsor or contribute content to any product licensessite on the Internet that incorporates the word “Therma-Wave”, trade name filings, trademark applications or registrations or other filings with the governments of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names word confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraphthereto, Supplier may make application for as its URL address or any part of such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraphaddress.

Appears in 1 contract

Samples: Exclusive Representative Agreement (Therma Wave Inc)

Use of Trademarks. Distributor shall not be permitted to print, post or otherwise use letterhead, calling cards, literature, signage or other representations in the name of Supplier (or any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the express, written permission of Supplier. Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor for Supplier Products and may may, as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights shall inure to Distributor as a result of any such use or reference, and all such rights, including goodwill shall inure to the benefit of and be vested in Supplier. Upon termination of this Agreement for any reason, Distributor will immediately cease using the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraph.

Appears in 1 contract

Samples: Exclusive Distribution Agreement

Use of Trademarks. Distributor All Products shall be sold only under the Trademarks, which may be registered, at JOE’S absolute discretion and control, in the Territory in JOE’S or its affiliate’s name and at JOE’S expense. BBI shall sell the Products only with their original packaging to the extent that it is legally acceptable under law within the Territory, or with agreed changes to labels where necessary for local regulatory purposes. BBI shall only use the Trademarks in a manner approved by JOE’S and consistent with all applicable laws within the Territory. The Trademarks are and shall remain at all times the property of JOE’S and/or its affiliates. BBI recognizes that the Trademarks belong to JOE’S and/or its affiliates. BBI is granted no rights with respect to the Trademarks except the right to market, advertise, distribute and sell Products, which bear the Trademarks. BBI warrants that it shall never do anything to jeopardize the ownership of JOE’S or its affiliates’ Trademarks, including but not limited to: (a) claiming any right, title or interest in or to the Trademarks by registration or otherwise, other than the right to use the same under all the terms and conditions of this Agreement; (b) questioning the validity of the Trademarks; (c) using its own name, trade names or trademarks or those of any other person or entity in connection or association with the Trademarks or the name of JOE’S or any of JOE’S affiliates; or (d) applying the Trademarks to any product, package or container without the express written approval of JOE’S. BBI shall promptly assign to JOE’S any rights it might acquire in or to the Trademarks through use or otherwise, except the right to use the Trademarks under the terms and conditions hereof. BBI shall not at any time use, in any combination or manner, the name of JOE’S, any Trademark or any other trademark or trade name of JOE’S or its affiliates in any way in advertisements except in either (a) advertisements which have been supplied by JOE’S to BBI and to which BBI has made no change of substance; or (b) advertisements submitted by BBI to JOE’S and approved by JOE’S. BBI shall give prompt notice in writing to JOE’S of any infringement or possible infringement of the Trademarks that may come to its attention. If requested by JOE’S to do so, BBI shall, pursuant to JOE’S’s direction and control, and at JOE’S’s expense, take such action as may be permitted necessary or advisable to print, post or otherwise use letterhead, calling cards, literature, signage stop any infringement of the Trademarks or other representations acts of unfair competition. If any sum is recovered in any such suit, JOE’S shall be solely entitled thereto. JOE’S, at its own cost and expense and in its absolute discretion and control, may (in its own name or in the name of Supplier (BBI or any in both names) take such action as it deems necessary to prevent infringement of its affiliates) the Trademarks or other acts of unfair competition or to represent itself as Supplier (defend the BBI or its customers in suits, administrative or otherwise, brought against them in connection with the use of the Trademarks. BBI shall formally assign to JOE’S any cause of its affiliates) action it may have against an infringer of the Trademarks upon the request of JOE’S, and shall execute all documents and do all acts deemed necessary by JOE’S for JOE’S to control any infringement suit or make commitments on behalf proceeding which relates to the Trademarks to the extent it is legally possible under the applicable law in the Territory. JOE’S shall indemnify and hold BBI harmless from and against any claim of Supplier (or alleged infringement of any right of its affiliates) without the express, written permission of Supplier. Distributor expressly agrees that no license a third party due to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted by Trademarks in accordance with this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor for Supplier Products and may as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights shall inure to Distributor as a result of any such use or reference, and all such rights, including goodwill shall inure to the benefit of and be vested in Supplier. Upon termination of this Agreement for any reason, Distributor will immediately cease using the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraph.

Appears in 1 contract

Samples: Master Distribution Agreement (Innovo Group Inc)

Use of Trademarks. Distributor shall not be permitted 15.01 With respect to printthe use of any of the trademarks associated with the Products, post now or otherwise use letterhead, calling cards, literature, signage or other representations at any time registered in the name of Supplier Company (or the "Trademarks"), the parties agree as follows: (a) all representations of any Trademarks which Distributor intends to use in any promotional materials (the "Materials") shall be submitted to Company for prior approval of design, color and other details and no Materials containing any of its affiliates) the Trademarks shall be distributed by Distributor or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier Distributor without the written approval of Company; and (b) Company shall not withhold its approval unreasonably and, unless Company has advised Distributor in writing within three (3) business days of receipt of the Materials for approval that Company does not approve of the use of such Materials, Company shall be deemed to have approved of the use of such materials. 15.02 Distributor shall not change or vary any of its affiliatesthe Trademarks nor use any other Trademarks, which are similar to or substantially similar to, or so nearly resembling the Trademarks so as to be likely to cause deception or confusion to the public. 15.03 Unless otherwise provided in this Agreement, Distributor shall accompany any and all print use of the Trademarks with an asterisk printed closely adjacent to each printed representation of the Trademarks, to which will be related on the same page the legend "Company Trademark". 15.04 With respect to the use of the Trademarks Distributor agrees as follows: (a) without Distributor recognizes that Company is the express, written permission owner of Supplier. Distributor expressly the Trademarks and all the goodwill therein and agrees that no license to the same shall remain vested in Company both during the term of this Agreement and thereafter and that the use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted Trademarks by this Agreement. Distributor may, however, indicate in its advertising shall be used on behalf and marketing materials that it is a distributor for Supplier Products and may as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights shall inure to Distributor as a result of any such use or reference, and all such rights, including goodwill shall inure to the benefit of Company. Distributor agrees not to challenge the validity or ownership of the Trademarks and/or the goodwill therein; and (b) any goodwill which Distributor may acquire from the use of the Trademarks shall vest in and be vested in Supplier. Upon become the absolute property of Company and Distributor undertakes and agrees at the request and expense of Company, whether before or after the termination of this Agreement for any reasonAgreement, Distributor will immediately cease using to execute all such instruments and to do all such acts as may be necessary and desirable to vest absolutely in Company the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraphsaid goodwill.

Appears in 1 contract

Samples: Distribution Agreement (Diamant Art Corp)

Use of Trademarks. Distributor shall not be permitted to printSupplier will not, post or otherwise use letterhead, calling cards, literature, signage or other representations in the name of Supplier (or any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the expressprior written consent of Purchaser or Company, use any name, trade name, or trademark of Purchaser, Company or their Affiliates except as necessary to perform an Order. 22. SUBCONTRACTORS. Supplier may not use subcontractors to perform Work without written permission of Supplier. Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor for Supplier Products and may as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Productsfrom Purchaser. Supplier reserves the right to review Distributor’s marketing will be responsible for Work performed by its subcontractors and sales materials prior to their publication or usefor Dacă Bunurile sunt furnizate cu aplicații software sau firmware încorporate sau incluse, indiferent dacă sunt create de Furnizor sau de un terț, care nu fac obiectul secțiunii referitoare la Dreptul de proprietate asupra documentelor, Furnizorul acordă Cumpărătorului un drept perpetuu și irevocabil de a utiliza aplicațiile software în legătură cu utilizarea Bunurilor. No rights shall inure to Distributor as Acest drept se poate extinde asupra oricărei persoane fizice sau juridice care are permisiunea Cumpărătorului de a result of any such use or referenceutiliza Bunurile și este pe deplin transferabil în legătură cu orice vânzare sau alt fel de transfer al Bunurilor. Dacă utilizarea sau accesul la aplicațiile software sau firmware impune Cumpărătorului să „accepte” termenele și condițiile prin intermediul metodelor de „click-wrap”, and all such rights„shrink-wrap” xxx xxxxx alte metode, including goodwill shall inure to the benefit of and be vested in SupplierCumpărătorul poate „accepta” pentru a accesa sau utiliza aplicația software sau firmware. Upon termination of this Agreement for any reasonTotuși, Distributor will immediately cease using the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public recordsrespectivele termene și condiții nu vor produce efecte, telephone booksiar drepturile de utilizare ale Cumpărătorului vor fi reglementate exclusiv de Comandă. Aplicațiile software sau firmware încorporate sau incluse sunt tratate drept „Bunuri” conform Comenzii în toate sensurile. 21. UTILIZAREA MĂRCILOR ÎNREGISTRATE. Fără acordul prealabil scris al Cumpărătorului sau Societății, other directoriesFurnizorul nu va utiliza nicio denumire, remove any visual displays or literature at Distributor’s locationmarcă comercială xxx xxxxx înregistrată a Cumpărătorului, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancelSocietății sau Afiliaților acestora, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraphcu excepția cazului în care este necesar pentru prestarea unei Comenzi.

Appears in 1 contract

Samples: Enabling Agreement for Goods and Services

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Use of Trademarks. Distributor (a) The trademarks INTEGRA(Trademark) Dermal Regeneration Template(Trademark) or INTEGRA(Trademark) Regeneration Template(Trademark) shall appear on all packaging, promotional material developed particularly for the Products (including professional advertising but excluding mere listings of products and consumer advertising), and package inserts. The words "Manufactured by Integra LifeSciences Corporation" shall appear on the outside of the box, the container and the package insert. In order to protect the goodwill in the Licensed Trademark, JJM shall submit to Integra, for its written approval, specimens of labels, advertising, and other materials bearing the Licensed Trademark. Integra shall communicate its approval or disapproval of JJM's use of the Licensed Trademark within five (5) Business Days following receipt of such specimens. Failure of Integra to respond within such five (5) Business Day period shall constitute approval of such use. Integra's approval of JJM's use of the Licensed Trademark shall not be unreasonably withheld. (b) Integra or its distribution partners shall not be permitted to printuse "Integra" as part of the brand, post trademark or otherwise product name for (i) any Other Wound Care Product, (ii) any product that would have been an Other Wound Care Product but for the fact that it is intended to facilitate the repair and/or regeneration of endodermis or dental or gingival tissues or (iii) any product made with GAG incorporated into a collagen matrix. Nothing herein shall be construed to limit Integra's right to use letterhead, calling cards, literature, signage the "Integra" trademark in its corporate name or other representations in to limit the name use of Supplier the phrase "Manufactured by Integra LifeSciences Corporation" (or derivatives thereof or similar phrases with respect to Affiliates of Integra) on any Product or product. (c) JJM shall not remove, conceal, alter or deface any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the express, written permission of Supplier. Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ Integra's trademarks, trade names, service marks or logos (collectivelytrade names on the Products and shall not display Integra's trademarks, service marks or trade names on any Products not purchased, or manufactured under the “Supplier Trademarks”) is license granted by this Agreementunder certain circumstances following a Supply Default, Not Cured pursuant to Section 4.2(b)(ii), from Integra. Distributor may, however, indicate JJM may add additional trademarks or brand names to the Products in its advertising and marketing materials that it is a distributor for Supplier Products and may as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights shall inure to Distributor as a result of sole discretion at any such use or reference, and all such rights, including goodwill shall inure to the benefit of and be vested in Supplier. Upon termination of this Agreement for any reason, Distributor will immediately cease using the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraphtime.

Appears in 1 contract

Samples: Supply, Distribution and Collaboration Agreement (Integra Lifesciences Holdings Corp)

Use of Trademarks. Distributor (a) Pharmion undertakes that all Penn Products shall be clearly and conspicuously marked in conformity with the following principles unless otherwise required by the appropriate health regulatory authorities or unless the parties otherwise agree in writing: (i) the general style of the marking shall conform with that developed and adopted by Penn; (ii) all uses of the Trademarks upon Penn Products and their labeling and packaging shall be accompanied by the words: UNDER LICENCE FROM PENN T LIMITED, UNITED KINGDOM together with the symbol (R) where the Trademarks are registered in the Territory for goods of the same type as the Products or the symbol (TM) where it is not so registered; (iii) Penn shall be entitled, in its reasonable discretion and at its sole expense, to require Pharmion to amend the form of any marking on Penn Products and the use of the Trademarks. (b) Except with respect to the data submitted to health regulatory authorities in accordance with Section 4.1 in connection with obtaining or continuing authorizations for the Products, Pharmion shall not be permitted to printmake, post give or otherwise use letterheadsupply any guarantee, calling cards, literature, signage warranty or other representations undertaking as to the quality or other attributes of Products that binds or purports to bind Penn except as may be specifically authorized by Penn in this Agreement or subsequently, in writing. (c) Pharmion shall use the Trademarks only in the manner of a trade xxxx and in connection with the marketing, sale or description of the Penn Products and upon no other merchandise and for no other purpose. (d) The provisions of Section 10.1(a) and (c) shall apply to Celgene Products where it has been agreed between the parties pursuant to Section 2.2 that Celgene Products shall be sold by Pharmion under any of the Trademarks. (e) Pharmion shall in all respects co-operate fully with Penn at Penn's expense during the term of this Agreement and thereafter in protecting and maintaining Penn's exclusive title to the Trademarks in the Territory and elsewhere and any registrations thereof and shall give Penn all assistance and execute all deeds and documents which may be necessary to register the Trademarks and/or to record Pharmion as a permitted or registered user thereof in any country forming part of the Territory or elsewhere in the name of Supplier Penn or such other name as it may select. Penn will, from time to time, provide Pharmion with a list of all countries in which the Trademarks are registered. (or any of its affiliatesf) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without Pharmion shall neither during the express, written permission of Supplier. Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor for Supplier Products and may as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights shall inure to Distributor as a result of any such use or reference, and all such rights, including goodwill shall inure to the benefit of and be vested in Supplier. Upon termination term of this Agreement for any reason, Distributor will immediately cease using nor thereafter except as herein provided use the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks colourable imitation thereof in any manner whatsoever including (without limitation) use thereof as or names confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraphwithin a trade xxxx, Supplier may make application for such removalstrade name, cancellationscompany name, abandonments commercial name or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraphtitle of establishment.

Appears in 1 contract

Samples: Distribution Agreement (Pharmion Corp)

Use of Trademarks. Distributor a. Section 7.01(b) of the Purchase Agreement is hereby amended and restated in its entirety as follows: “Seller hereby grants, and shall not be permitted cause its Affiliates to printgrant, post or otherwise to Buyer and its Affiliates permission to use letterhead, calling cards, literature, signage or other representations the Trademarks currently used in the name Business as of Supplier the Applicable Closing Date (or other than the Trademarks included in the Transferred IP) as specifically set forth on Schedules 3.04 and 3.10(a)(ii) to the Disclosure Letter, solely to the extent that such Trademark appears on any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the expressTransferred Asset conveyed pursuant hereto, written permission of Supplier. Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos including Inventory (collectively, the “Supplier TrademarksSeller Trademarked Items”) is granted by this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor until (i) the depletion of such Seller Trademarked Items for Supplier Products and may as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials finished goods inventory produced prior to their publication October 2, 2018 and (ii) in the case of any other Transferred Asset, including any other Inventory, until October 2, 2018 (such date, the “Expiration Period”). When the Expiration Period expires, Buyer is responsible for the destruction and disposal of any remaining Seller Trademarked Items bearing the name or usetrademark of Seller or its Affiliates then in Buyer’s possession or returned to Buyer after the Expiration Period. No rights shall inure Buyer and its Affiliates hereby agree to Distributor indemnify Seller and the other Seller Indemnitees from and against any and all Damages incurred or suffered as a result of any such permitted use or reference, and all such rights, including goodwill shall inure to the benefit of and be vested in Supplier. Upon termination of this Agreement for any reason, Distributor will immediately cease using the Supplier Trademarks as allowed Seller Trademarked Items in this Section and shall immediately take all appropriate and necessary steps 7.01(b), except to (a) remove and cancel the extent that any listings in public records, telephone books, other directories, remove any visual displays such Damages result from the fraud or literature at Distributor’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative willful misconduct of Supplier (Seller or any of its affiliates) or Supplier’s (or any Affiliates. Buyer will use commercially reasonable efforts to include representatives of Seller and/or its affiliates’) products or services; Affiliates in all local country meetings and (b) cancelconversations with regulatory and health authorities related to Product license renewals, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with label changes and BSI certificates and will keep Seller updated on the governments status of the Territory (whether or transition from Seller labeling and certificates to Buyer labeling and certificates in such countries. In the event representatives of Seller and/or its Affiliates are not present during any meetings described above, Buyer will, at the request of Seller, provide a written summary of such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar meetings to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraph.Seller”

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Cardinal Health Inc)

Use of Trademarks. Distributor shall not be permitted to print, post or otherwise use letterhead, calling cards, literature, signage or other representations in the name of Supplier (or any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the express, written permission of Supplier. Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor for Supplier Products and may may, as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights shall inure to Distributor as a result of any such use or reference, and all such rights, including goodwill shall inure to the benefit of and be vested in Supplier. Upon termination of this Agreement for any reason, Distributor will immediately cease using the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to . (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraph.

Appears in 1 contract

Samples: Exclusive Distribution Agreement

Use of Trademarks. The Distributor shall not be permitted to print, post or otherwise use letterhead, calling cards, literature, signage or other representations in the name of Supplier (or any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the express, written permission of Supplier. Distributor expressly acknowledges and agrees that no license the Trademarks are the sole and exclusive property of Bioenvision and that nothing herein shall be construed as transferring any right, title or interest of any kind or nature whatsoever thereto to the Distributor. The Distributor further agrees not to use Supplier any trademarks other than the Trademarks, or its corporate trademark (or any being the words "MAYNE", "MAYNE PHARMA" and its red dot logo), in connection with its distribution of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor for Supplier Products and may as necessarynot to register the Trademarks for its own account or use a xxxx, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication name or use. No rights shall inure to Distributor as a result of any such use or reference, and all such rights, including goodwill shall inure to the benefit of and be vested in Supplier. Upon termination of this Agreement for any reason, Distributor will immediately cease using the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor logo which is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar to the Supplier TrademarksTrademarks to identify other Products manufactured, distributed or sold by the Distributor. Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. The Distributor shall render assistance have the exclusive and royalty-free right and licence to use the Trademarks in the Territory; provided however, that such use (i) shall be limited to the Term of this Agreement, (ii) shall be solely in connection with the import, promotion, marketing, sale and reimburse Supplier distribution of the Product for expenses incurred an Indication or any New Indication, if any, in enforcing this paragrapheach case, in the Territory and (iii) shall be subject to the following conditions: (a) such use shall be in accordance with the shape, form and color of the Trademarks as communicated or authorized by Bioenvision; (b) such use shall clearly indicate that the Trademarks are owned and/or registered by Bioenvision, Inc., e.g., by using the appropriate TM or (R) symbol and by stating that the Trademarks are owned by Bioenvision or used under licence from Bioenvision; (c) all rights arising from the use of the Trademarks in the Territory shall inure solely to Bioenvision's benefit, it being understood that nothing contained herein shall give the Distributor any right or interest in the Trademarks; **** Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. Material filed separately with the Securities and Exchange Commission. (d) the Distributor shall notify Bioenvision promptly of any infringement by Third Parties of which it becomes aware in the Territory with regard to the Trademarks and give Bioenvision all reasonable assistance; and (e) the Distributor hereby waives any rights it may have with respect to the Trademarks under the Trade Marks Act of 1995; provided however, that if Bioenvision fails to enforce its rights in the Trademarks against a material infringement in the Territory after receipt of notice of same from Distributor, Distributor shall have the right to enforce such rights and Bioenvision shall provide reasonable support and cooperation in connection with such enforcement action.

Appears in 1 contract

Samples: Clofarabine Marketing & Distribution Agreement (Bioenvision Inc)

Use of Trademarks. Distributor Following the Closing, the Buyer shall not be permitted cause the Company to, as soon as practicable, but in no event later than sixty (60) days following the Closing Date, cease to print(a) make any use of (i) any Trademarks owned by Seller or its Affiliates, post including all Trademarks that include the term “National Grid”, and (ii) any Trademarks related thereto or otherwise use letterheadcontaining or comprising the foregoing, calling cardsincluding any Trademarks confusingly similar thereto or dilutive thereof (the “National Grid Marks”), literature, signage or other representations in and (b) hold themselves out as having any affiliation with the name of Supplier (Seller or any of its affiliatesAffiliates. In furtherance thereof, as soon as practicable but in no event later than sixty (60) days following the Closing Date, the Buyer shall cause the Company to remove, strike over or to represent itself as Supplier (otherwise obliterate all National Grid Marks from all assets and other materials owned or used by the Company, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems. Any use by the Company of any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the express, written permission of Supplier. Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor for Supplier Products and may National Grid Marks as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights shall inure to Distributor as a result of any such use or reference, and all such rights, including goodwill shall inure to the benefit of and be vested in Supplier. Upon termination of this Agreement for any reason, Distributor will immediately cease using the Supplier Trademarks as allowed permitted in this Section 7.12 is subject to the Company’s compliance with the quality control requirements and guidelines in effect for the National Grid Marks as of the Closing Date (as may be amended by Seller from time to time following the Closing). The Company shall immediately take all appropriate not use the National Grid Marks in a manner that may reflect negatively on such Trademarks or on the Seller or its Affiliates. The Buyer and necessary steps its Affiliates shall indemnify and hold harmless the Seller and its Affiliates for any costs, damages, losses, expenses, or other Liabilities relating to or arising from the use by the Company of the National Grid Marks pursuant to this Section 7.12. Following the Closing, Seller shall not challenge the Buyer’s and its Affiliates’ use in the United States of (aA) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, Trademarks that include the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; term “Granite State” and (b) cancel, abandon or transfer (as requested by SupplierB) any product licenses, trade name filings, trademark applications Trademarks related thereto or registrations containing or other filings with comprising the governments of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraphforegoing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Algonquin Power & Utilities Corp.)

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