EX-10.10 10 d381653dex1010.htm FORM OF TRADEMARK AND COPYRIGHT LICENSE AGREEMENT FORM OF TRADEMARK AND COPYRIGHT LICENSE AGREEMENT
Exhibit 10.10
FORM OF TRADEMARK AND COPYRIGHT LICENSE AGREEMENT
THIS TRADEMARK AND COPYRIGHT LICENSE AGREEMENT (the “Agreement”) is made effective as of [—] (the “Effective Date”), by and between Pfizer Inc., a Delaware corporation having its principal place of business at 000 X. 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Pfizer”) and Zoetis Inc., a Delaware corporation having its principal place of business at 000 X. 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Company”). Pfizer and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
“Applicable Laws” means all applicable laws, statutes, rules, regulations, and guidelines, including all applicable standards or guidelines promulgated by any applicable Governmental Authority.
“Company Business” means the business of discovery, research, development, manufacturing, formulation, licensing, marketing, distribution of, and leasing and/or selling of products, including pharmaceuticals (including pesticides), nutritionals, crop pesticides and biologicals (including vaccines, biologics, antibodies, hormones, large molecule therapeutics, proteins and peptides), diagnostic products, biodevices, genetic tests and services solely to the extent applicable to non-human animals for the Company Field, in each case, as conducted as of the Effective Date, but excluding all of the other products, services or businesses of Pfizer or any of its Affiliates, including Pfizer’s human pharmaceutical, consumer health and nutrition businesses.
“Company Field” means the diagnosis, prevention, palliation, or treatment of any disease, disorder, syndrome, or condition (including pest infestation) in non-human animals solely for non-human animals (and not, for clarity, humans) and the use of pesticides on crops. For clarity, the Company Field (a) excludes uses in non-human animals for the research, development, manufacture or commercialization of any products to diagnose, prevent, palliate, or treat any disease, disorder, syndrome or condition in humans and (b) includes the treatment of non-human animals that may indirectly impact the health of humans, including uses for food safety and/or environmental vector-borne disease control where such disease control may impact both non-human animals and humans.
“Company Licensee” means, with respect to a Pfizer Licensor, that member of the Company Group that is set forth on Schedule 1.1(a).
“Confidential Information” has the meaning set forth in Section 5.1.
“Control” and “Controlled” means with respect to any Trademarks, possession by a Party or its Affiliates of the right, whether directly or indirectly, to grant the right to use, or to grant a license or a sublicense under, such Trademarks as provided for herein, without violating the terms of any agreement with a Third Party. For clarity, if a Party or its Affiliates can only grant a license, sublicense, or provide rights of limited scope, for a specific purpose or under certain conditions (including as a result of any Third Party Agreement), “Control” or “Controlled” shall be construed to so limit such license or sublicense.
“Controlling Party” has the meaning set forth in Section 9.2.4.
“Disclosing Party” has the meaning set forth in Section 5.1.
“Global Separation Agreement” means that certain Global Separation Agreement by and between Pfizer and the Company, dated on or about the date hereof.
“Governmental Authority” means any nation or government, any state, municipality, or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal, or other instrumentality, whether federal, state, local, regional, domestic, foreign, or multinational, exercising executive, legislative, judicial, regulatory, administrative, or other similar functions of, or pertaining to, government and any executive official thereof.
“Indemnifying Party” has the meaning set forth in Section 7.3.1.
“Indemnitees” has the meaning set forth in Section 7.1.
“Indemnity Payment” has the meaning set forth in Section 7.3.1.
“LE Date” means, with respect to each Pfizer Licensor, those dates set forth on Schedule 1.1(b).
2
“Licensed Copyrighted Works” means all policies and guidelines that are necessary to conduct the Company Business as currently conducted and any derivative works created by or on behalf of the Company, excluding any (a) patents, (b) know-how and (c) polices and guidelines related to researching, developing, manufacturing and commercializing products in the Company Field.
“Licensed Marks” means the Trademarks set forth on Schedule 1.1(c) to the extent Controlled by the applicable Pfizer Licensor.
“Materials” has the meaning set forth in Section 3.4.
“Non-Controlling Party” has the meaning set forth in Section 9.2.5.
“Pfizer Licensor” means the members of the Pfizer Group set forth on Schedule 1.1(a).
“Prosecution Activities” has the meaning set forth in Section 9.1.1.
“Receiving Party” has the meaning set forth in Section 5.1.
“Requesting Party” has the meaning set forth in Section 4.3.
“Sublicensee” has the meaning set forth in Section 2.3.
“Surviving Provisions” has the meaning set forth in Section 10.4.
“Territory” means worldwide.
“Third Party” means a Person other than a Party or an Affiliate of a Party.
“Third Party Agreements” means, with respect to a Licensed Xxxx, any agreements with Third Parties to which the Licensed Marks are subject, including the agreements pursuant to which such Pfizer Licensor (a) is being licensed, sublicensed or granted other rights to the Licensed Marks from a Third Party or (b) is licensing, sublicensing or granting other rights to the Licensed Marks to a Third Party (excluding, in each of the foregoing (a) and (b), the Manufacturing and Supply Agreements). The Third Party Agreements include the agreements set forth on Schedule 1.1(d).
“Third Party Claim” has the meaning set forth in Section 7.4.1.
“Third Party Infringement” has the meaning set forth in Section 9.2.1.
| 2.1 | License. |
| 2.1.1 |
3
| same manner as immediately prior to the Effective Date and (b) in connection with any modifications or line extensions of any products with which the Licensed Marks were used immediately prior to the Effective Date (provided that the applicable Company Licensee provides the applicable Pfizer Licensor with at least sixty (60) days prior written notice with respect to any such use). |
| 2.3 |
4
| Company Licensee of any of its obligations hereunder and each Company Licensee shall remain responsible and liable for Sublicensees’ compliance with the terms of this Agreement. Sublicensees may not grant further sublicenses. For clarity, any sublicense granted pursuant to this Section shall be subject to the terms and conditions of any applicable agreements with any Third Parties. |
5
| 4.1 | Ownership. |
| 4.1.2 |
6
| Copyrighted Works (as applicable) and hereby waives, and shall cause its Affiliates and Sublicensees to waive, any ownership interest in the foregoing if such assignment does not take effect immediately for any reason. Each Company Licensee shall, and shall cause its applicable Affiliates and Sublicensees to, execute any and all assignments and other documents necessary to perfect or record the applicable Pfizer Licensor’s (or if specified by such Pfizer Licensor, its Affiliate’s) right, title, and interest in, to, and under such Licensed Marks or Licensed Copyrighted Works (as applicable) or to register the applicable Pfizer Licensor (or if specified by such Pfizer Licensor, its Affiliate) as the exclusive owner of any applicable registrable rights. |
| 5.1.1 | information that is or becomes publicly known through no breach of this Agreement by the Receiving Party or any of its Affiliates, its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives; |
7
| 5.1.2 | information that was independently developed following the Effective Date by employees or agents of the Receiving Party or any of its Affiliates, its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives who have not accessed or otherwise received the applicable Confidential Information; provided that such independent development can be demonstrated by competent, contemporaneous written records of the Receiving Party or any of its Affiliates; and |
| 5.1.3 | information that becomes available to the Receiving Party or its Affiliates following the Effective Date on a non-confidential basis from a Third Party who is not bound directly or indirectly by a duty of confidentiality to the Disclosing Party; |
provided that, in each of the foregoing Sections 5.1.1 through 5.1.3, such information shall not be deemed to be within the foregoing exceptions merely because such information is embraced by more general knowledge that is publicly known or in the Receiving Party’s possession, and no combination of features shall be deemed to be within the foregoing exceptions merely because individual features are publicly known or in the Receiving Party’s possession, unless the particular combination itself and its principle of operations are in the public domain or in the Receiving Party’s possession without the use of or access to Confidential Information.
8
6. REPRESENTATIONS AND WARRANTIES; COVENANTS
| 6.1.1 | It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation. It has full corporate power and authority to execute, deliver, and perform under this Agreement. |
| 6.1.2 | This Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by Applicable Laws). |
| 6.1.3 | All consents, approvals, and authorizations from all Governmental Authorities required to be obtained by such Party in connection with the execution and delivery of this Agreement have been obtained. |
9
10
| 7.3 | Indemnification Obligations Net of Insurance Proceeds and Other Amounts. |
| 7.3.1 | The Parties intend that any Loss subject to indemnification or reimbursement pursuant to this Article 7 will be net of Insurance Proceeds that actually reduce the amount of the Loss. Accordingly, the amount which any Party (an “Indemnifying Party”) is required to pay to any Indemnitee will be reduced by any Insurance Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of the related Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Loss and subsequently receives Insurance Proceeds, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds had been received, realized or recovered before the Indemnity Payment was made. |
| 7.3.2 | An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party shall be entitled to a “wind-fall” (i.e., a benefit such insurer or other Third Party would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. Nothing contained in this Agreement or shall obligate any Indemnifying Party or its Affiliates to seek to collect or recover any Insurance Proceeds. |
| 7.3.3 | Any Indemnity Payment made by the Company shall be increased as necessary so that after making all payments in respect to Taxes imposed on or attributable to such Indemnity Payment, each Pfizer Indemnitee receives an amount equal to the sum it would have received had no such Taxes been imposed. Any Indemnity Payment made by Pfizer shall be increased as necessary so that after making all payments in respect to Taxes imposed on or attributable to such Indemnity Payment, each Company Indemnitee receives an amount equal to the sum it would have received had no such Taxes been imposed. |
| 7.4 | Procedures for Indemnification of Third Party Claims. |
| 7.4.1 | If an Indemnitee shall receive notice or otherwise learn of the assertion by a Third Party (including any Governmental Authority) of any claim or of the commencement by any such Third Party of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Sections 7.1 or 7.2, or any other Section of this Agreement (collectively, a “Third Party Claim”), such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within forty-five (45) days) after becoming aware of such Third Party Claim. |
11
| Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 7.4 shall not relieve the related Indemnifying Party of its obligations under this Article 7, except to the extent, and only to the extent, that such Indemnifying Party is materially prejudiced by such failure to give notice. |
| 7.4.2 | An Indemnifying Party may elect (but shall not be required) to defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel (which counsel shall be reasonably satisfactory to the Indemnitee), any Third Party Claim; provided that the Indemnifying Party shall not be entitled to defend and shall pay the reasonable fees and expenses of one separate counsel for all Indemnitees if the claim for indemnification relates to or arises in connection with any criminal action, indictment or allegation. Within forty-five (45) days after the receipt of notice from an Indemnitee in accordance with Section 7.4.1 (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions to its defense. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee; provided, however, in the event that (a) the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice or (b) the Third Party Claim involves injunctive or equitable relief, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be borne by the Indemnifying Party. |
| 7.4.3 | If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnitee of its election as provided in Section 7.4.2, such Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. Any legal fees and expenses incurred by the Indemnitee in connection with defending such claim shall be paid by the Indemnifying Party at the then applicable regular rates charged by counsel, without regard to any flat fee or special fee arrangement otherwise in effect between such counsel and the Indemnitee. |
| 7.4.4 | Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. If an Indemnifying Party has failed to assume the defense of the Third Party Claim within the time period specified in Section 7.4.2 above, it shall not be a defense to any obligation to pay any amount in respect of such Third Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense |
12
| were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense thereof or that such Third Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability. |
| 7.4.5 | In the case of a Third Party Claim, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of the Third Party Claim without the consent of the Indemnitee if the effect thereof is (a) to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Indemnitee or (b) to ascribe any fault on any Indemnitee in connection with such defense. |
| 7.4.6 | Notwithstanding the foregoing, the Indemnifying Party shall not, without the prior written consent of the Indemnitee, settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnitee of a written release from all Liability in respect of such Third Party Claim. |
| 7.5 | Additional Matters. |
| 7.5.1 | Any claim on account of a Loss which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30) day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (30) day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Indemnitee as contemplated by this Agreement. |
| 7.5.2 | In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. |
| 7.5.3 | In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant or otherwise hold the Indemnifying Party as party thereto, if at all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to |
13
| manage the Action as set forth in this Section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts’ fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement with respect to such Third Party Claim. |
| 8.1 | Consequential Damages Waiver. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY (OR WITH RESPECT TO PFIZER, ANY PFIZER LICENSORS AND WITH RESPECT TO THE COMPANY, ANY COMPANY LICENSEES) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNITEE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER, PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNITEE IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON WHO IS NOT THE OTHER PARTY OR AN AFFILIATE OF THE OTHER PARTY IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS ARTICLE 8. |
14
9. PROSECUTION, MAINTENANCE AND ENFORCEMENT
| 9.1 | Prosecution and Maintenance. |
| 9.1.1 | General. As between the Parties, the Pfizer Licensors shall have the sole right and authority (but not the obligation) to prepare, file, prosecute, and maintain (such activities, the “Prosecution Activities”) registrations for the Licensed Marks and the Licensed Copyrighted Works in any country or regulatory jurisdiction in the Territory. |
| 9.1.2 | Costs and Expenses. At the applicable Pfizer Licensor’s request, the applicable Company Licensee shall be responsible for all costs and expenses incurred by or on behalf of any of the Pfizer Licensors or their Affiliates in connection with the Prosecution Activities for the Licensed Marks and the Licensed Copyrighted Works in the Territory. |
| 9.1.3 | Cooperation in Prosecution Activities. Upon a Pfizer Licensor’s request, the applicable Company Licensee shall provide such Pfizer Licensor with reasonable assistance and cooperation with respect to the Prosecution Activities, including providing any necessary powers of attorney, filings and any other assignment documents or instruments for such prosecution. |
| 9.2 | Enforcement. |
| 9.2.1 | Notice. Each Company Licensee shall promptly notify the applicable Pfizer Licensor in writing upon learning of (a) any conflicting uses of, or any applications of or registrations for, any Licensed Xxxx or any Trademark that is confusingly similar thereto, or Licensed Copyrighted Works or (b) any acts of infringement, unfair competition, unauthorized use or dilution involving any Licensed Xxxx or Licensed Copyrighted Work (each of (a) and (b), a “Third Party Infringement”). |
| 9.2.2 | Pfizer Enforcement Rights. As between the Parties, the applicable Pfizer Licensor will have the first right and authority (but not the obligation) to control enforcement of the applicable Licensed Xxxx or Licensed Copyrighted Work against any Third Party Infringement in the Company Field, including the right to initiate any opposition, cancellation or infringement proceedings to enforce such Licensed Xxxx or Licensed Copyrighted Work (as applicable). Prior to commencing any suit or other Action in connection therewith, such Pfizer Licensor shall consult with the applicable Company Licensee (unless the delay associated with doing so would result in the loss of rights) and consider such Company Licensee’s recommendations regarding such Action. |
| 9.2.3 | Licensee Right of Enforcement of the Licensed Marks. If the applicable Pfizer Licensor fails to bring a suit or other action in response to, or respond to a suit or other action in connection with, a Third Party Infringement with respect to a Licensed Xxxx within the earlier of (a) ninety (90) days of the notice described in Section 9.2.1 or (b) thirty (30) days before the expiration date for bringing such suit, opposition, or other action or responding thereto, the applicable Company |
15
| Licensee shall have the right, in its sole discretion, and authority (but not the obligation) to control enforcement of the applicable Licensed Xxxx at its sole expense if the applicable Third Party Infringement is in or directly affects the Company Field. Prior to commencing any Action in connection therewith, such Company Licensee shall consult with such Pfizer Licensor and consider such Pfizer Licensor’s recommendations regarding such Action. Notwithstanding anything to the contrary in this Section 9.2.3, the Company Licensees shall not have the rights to enforce (x) the Licensed Copyrighted Works in any instance or (y) the Licensed Marks in connection with a Third Party Infringement upon written notice from any of the Pfizer Licensors if, exercising good faith, such Pfizer Licensor or any of its Affiliates concludes in its sole discretion that such Licensed Marks should not be enforced against such Third Party Infringement. |
| 9.2.4 | Settlement. The Pfizer Licensor or Company Licensee controlling enforcement of a Third Party Infringement Action (the “Controlling Party”) involving a Licensed Xxxx xxx not settle, or stipulate to any facts, or make any admission with respect to, such Third Party Infringement Action without the other Party’s prior written consent; provided that, if a Pfizer Licensor is the Controlling Party, such Pfizer Licensor shall not be required to obtain any Company Licensee’s consent to the extent that the settlement does not impose liability on any Company Licensee. |
| 9.2.5 | Assistance. At the request of the Controlling Party, the other Party (the “Non-Controlling Party”) shall provide reasonable assistance to the Controlling Party with respect to its enforcement of the Licensed Marks and the Licensed Copyrighted Work against any Third Party Infringement, including by joining any related Action and executing all papers and performing such other acts as may be reasonably required to permit the Controlling Party to commence or prosecute such Action. The Controlling Party shall reimburse the Non-Controlling Party’s reasonable out-of-pocket costs and expenses actually incurred in connection therewith, if so requested. The Non-Controlling Party shall have the right to be represented in any such Action in which it is a party by independent counsel (which shall act in an advisory capacity only, except for matters solely directed to such Pfizer Licensor or Company Licensee) of its own choice and at its own expense. |
| 9.2.6 | Recoveries. |
| (a) | Licensed Marks. Any recoveries resulting from an Action relating to a claim of Third Party Infringement shall first be applied against payment of each Party’s and its Affiliates’ reasonable out-of-pocket costs and expenses actually incurred in connection therewith, with any remaining amounts distributed to (a) the Company or its designated Affiliate to the extent that such recovery concerned a Third Party Infringement with respect to the Company Field and (b) Pfizer or its designated Affiliate to the extent that such recovery concerned a Third Party Infringement with respect to outside the Company Field. |
| (b) | Licensed Copyrighted Work. Any recoveries resulting from an action relating to a claim of Third Party Infringement of a Licensed Copyrighted Work shall first be applied against payment of each Party’s reasonable out-of-pocket costs and expenses incurred in connection therewith, with any remaining amounts retained by the Pfizer or its designated Affiliates. |
16
| 9.3 | Liability. Neither Party, nor its Affiliates (including, with respect to Pfizer, the Pfizer Licensors and, with respect to the Company, the Company Licensees, nor its or their employees, agents, or representatives, shall be liable to the other Party or any of its Affiliates in respect of any good faith act, omission, default, or neglect of such Party, any of its Affiliates, or its or their employees, agents, or representatives in connection with the Prosecution Activities or Actions with respect to Third Party Infringements that it performs hereunder and that has not resulted from its or its Affiliates’ or its or their directors’, employees’, officers’, shareholders’, agents’, successors’, and assigns’ bad faith and each Party, on behalf of itself, its Affiliates, and its and their respective directors, employees, officers, shareholders, agents, successors, and assigns, hereby waives any and all Actions that they may have against the other Party, any of its Affiliates or its or their employees, agents, or representatives that may arise or result from such other Party’s or its Affiliates’, performance of the Prosecution Activities and Actions with respect to Third Party Infringements. |
| 10.2 | Termination. This Agreement shall immediately terminate with respect to a Licensed Xxxx or Licensed Copyrighted Work, if the applicable Company Licensee ceases to be an Affiliate of the Company. |
| 10.3 | Effect of Expiration and Termination. |
17
| 10.3.3 | Destruction. |
| (a) | Except as set forth in Section 10.3.3(b), upon the expiration or termination of this Agreement, in part or in whole, the applicable Company Licensees shall, and shall cause their Sublicensees to, subject to Applicable Law, promptly: (i) cease any and all use of the applicable Licensed Marks and Licensed Copyrighted Works, (ii) destroy and give notice to all agents and employees to destroy all Materials bearing the applicable Licensed Marks and the Licensed Copyrighted Works, (iii) cease indicating that the applicable Company Licensees and their Sublicensees are licensees of the applicable Pfizer Licensors with respect to the applicable Licensed Marks, and the Licensed Copyrighted Works, and (iv) refrain from using or displaying any Materials or performing any other act that would cause anyone to infer or believe that such Company Licensees or their Sublicensees are the owner of, or a licensee of such Pfizer Licensors with respect to, the applicable Licensed Marks or Licensed Copyrighted Works. Each such Company Licensee shall promptly provide the applicable Pfizer Licensors with a written statement verifying that all Materials bearing the applicable Licensed Marks and the Licensed Copyrighted Works have been destroyed or exhausted and shall send such Pfizer Licensors representative samples of Materials that do not include such Licensed Marks. |
| (b) | Notwithstanding anything to the contrary in Section 10.3.3(a), in the event of a termination in accordance with Section 10.2 or an assignment by the Company in accordance with Section 11.1, the applicable Company Licensees and their Sublicensees shall, as soon as practicable, but in no event later than one hundred twenty (120) days following the date of such termination or assignment (as applicable), comply with Section 10.3.3(a). Any use by the Company Licensee or its Sublicensees of any of the Licensed Marks as permitted in this Section is subject to their use of the Licensed Marks in the same form and manner, and with standards of quality, of that in effect for the Licensed Marks as of the date of such termination or assignment (as applicable) and without limitation to any other remedies, Pfizer shall have the right to terminate such rights, effective immediately if the applicable Company Licensees or their Sublicensees fail to comply with the foregoing terms and conditions or otherwise fail to comply with any reasonable direction of Pfizer or any of its Affiliates in relation to the use of the Licensed Marks. |
| 10.3.4 |
18
| applicable Governmental Authorities with respect to the applicable Licensed Marks and Licensed Copyrighted Works and each Pfizer Licensor and Company Licensee (on behalf of itself and its applicable Affiliates) hereby grants to the applicable the Company Licensee and Pfizer Licensor, respectively, an irrevocable power of attorney coupled with an interest to effect such cancellation within twenty (20) days after such expiration or termination (as applicable). |
| 10.4 |
| 11.2 | Governing Law; Dispute Resolution. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of any law other than the laws of the State of New York, and, to the extent applicable to Intellectual Property, the applicable federal laws of the United States of America (without regard to conflict of laws principles). The procedures for discussion, negotiation and mediation set forth in Article VIII of the Global Separation Agreement shall apply to all disputes, controversies or claims (whether arising in contract, tort or otherwise) that may arise out of or relate to, or arise under or in connection with this Agreement. |
19
20
If to a Pfizer Licensor, to:
Pfizer Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
with a copy to:
If to a Company Licensee, to:
with a copy to:
Any Party may, by notice to the other Party, change the address to which such notices are to be given.
21
22
| 11.16 | Counterparts; Entire Agreement; Conflicting Agreements. |
| 11.16.1 | This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature. |
| 11.16.2 | This Agreement, the Global Separation Agreement, the Ancillary Agreements, the exhibits, the schedules, and appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein. |
| 11.16.3 | If, a Pfizer Licensor and the applicable Company Licensee are parties to a Local Separation Agreement entered into prior to the Effective Date, any license of Licensed Marks or Licensed Copyrighted Works pursuant to this Agreement shall be treated as occurring pursuant to such Local Separation Agreement on the effective date of such Local Separation Agreement. |
| 11.16.4 | Each Party hereby acknowledges on behalf of its Affiliates that this Agreement supersedes any agreement entered into by the Parties prior to the Effective Date with respect to licensing of the Licensed Marks or the Licensed Copyrighted Works to the Company or any other member of the Company Group. |
| 11.16.5 | In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Global Separation Agreement or any other Ancillary Agreement, this Agreement shall prevail. |
[Signature Page Follows]
23
| PFIZER INC. | ZOETIS INC. | |||||||
| By: |
| By: |
| |||||
| Title: |
| Title: |
| |||||
| Date: |
| Date: |
|
SIGNATURE PAGE