Patent Disputes. Notwithstanding this [Section 15.2], any dispute, controversy or claim to the extent regarding the validity, scope, enforceability, or inventorship of intellectual property rights shall be submitted to a court of competent jurisdiction or patent office in the country in which such intellectual property rights were granted or arose.

Patent Disputes. Notwithstanding anything in this Agreement to the contrary, any dispute concerning inventorship that is not resolved within [ * ] following notice by one party to the other of the creation or reduction to practice of any Invention, and any dispute regarding any and all issues regarding the scope, construction, validity, and enforceability of any patent or patent application (including whether or not such patent or patent application should be included in the Patent Rights under the License Agreement) in a country within the Territory shall be determined in a court or other governmental authority of competent jurisdiction under the applicable patent laws of such country.

​ Certain Confidential Information Omitted 12.3 Patent and Trademark Disputes.

Patent and Trademark Status. To Aguettant’s Knowledge, # all issued Patents listed in [Exhibit A] and Trademarks listed on [Exhibit B] are in full force and effect, valid, subsisting and enforceable; # none of the Patents listed in [Exhibit A] and Trademarks listed in [Exhibit B] is currently involved in any interference, reissue, reexamination, or opposition proceeding; # neither Aguettant nor any of its Affiliates has received any written notice from any Person, or has knowledge, of any such actual or threatened proceeding; and # all official fees, maintenance fees and annuities for the Aguettant Patents and the Trademarks listed in [Exhibit B] that are required to be paid to prevent abandonment or other loss of rights have been paid through the Effective Date to the extent due on or before the Effective Date.

Patent and Trademark Dispute. Notwithstanding Section 11.2, any Dispute relating to the scope, validity, enforceability or infringement of any CRISPR Patents, [[Organization A:Organization]] Patents or trademarks covering the manufacture, use, importation, offer for sale or sale of Products shall be submitted to a court of competent jurisdiction in the country in which such patent or trademark rights were granted or arose.

Trademark. Subject to the terms and conditions of this Agreement, LICENSOR hereby grants to IMMEDICA an exclusive right and license to use trademarks Controlled by the LICENSOR which relate to the Product, in the Territory, listed in [Schedule D], in connection with the Commercialization of the Product in the Field within the Territory. All rights of LICENSOR in and to such trademarks not expressly granted under this Section are reserved by LICENSOR. The LICENSOR shall, at its sole expense, prosecute and maintain and renew the trademarks listed in [Schedule D] throughout the term of this Agreement. IMMEDICA shall not reproduce or use (or authorize the reproduction or use of) such trademarks in any manner whatsoever other than as authorized by this Agreement. During the term and after any termination of this Agreement, IMMEDICA shall not use as its own any service mark, service name, trade name, trademark, design or logo(s) confusingly similar to such trademarks. All use of such trademarks by IMMEDICA, and all goodwill associated with such use, shall inure to the benefit of LICENSOR. LICENSEE shall use the trademarks listed in [Schedule D] in connection with the Use of the Product in the Field within the Territory unless LICENSEE has a bona fide reason for using a different trademark.

Trademark. VFMCRP will Commercialize Licensed Product under the Product Trademarks using the global brand name for such Licensed Product selected by Cara in the Global Brand Plan and under the trade dress set forth in the Global Brand Plan, except to the extent that VFMCRP reasonably believes that the use or registration of any particular Product Trademark in a particular country in the Licensed Territory # would be commercially inappropriate due to such country’s linguistic or cultural particularities or would violate the Applicable Laws of such country, # is rejected by local Regulatory Authorities or # is in conflict with any Third Party’s intellectual property rights in such country. If VFMCRP is unable to use any Product Trademark for the foregoing reasons, then VFMCRP will use one of ​ Confidential Treatment Requested two alternative trademarks and trade dresses selected by Cara in the Global Brand Plan, or if such alternative trademarks are unacceptable for the reasons set forth in the preceding sentence, then VFMCRP will use another trademark and trade dress to be agreed upon by VFMCRP and Cara acting reasonably (the “Local Trademarks”). Cara will own all such Local Trademarks, including all trademark registrations and applications therefor and all goodwill associated therewith. Cara agrees to grant and hereby grants to VFMCRP an exclusive (even as to Cara), royalty-free license in the Licensed Territory, with the right to grant sublicenses as provided in [Section 2.5] above, under the Local Trademarks to promote and otherwise Commercialize Licensed Product in the Licensed Territory. Once the brand name for a Licensed Product has been selected for a country pursuant to this Section 5.5, the Party that submits and files the MAA(s) for such Licensed Product in such country will be responsible for obtaining Regulatory Approval of such brand name for use in the Commercialization of such Licensed Product in such country.

Trademark Licenses. Subject to the terms and conditions of this Agreement, each Party hereby grants to the other Party a license to use the Product Trademarks for the packaging, marketing, sale and promotion of the applicable Product in accordance with the terms of this Agreement and with trademark usage guidelines to be developed by the JSC.

Trademark Security. The Licensee shall prepare and implement a trademark security plan (a “Trademark Security Plan”) if requested by CKI at any time during the License Period. The implementation of any such plan shall be subject to the prior written approval thereof by CKI. Not later than ​ after CKI makes such request and, thereafter, at the same time the Licensee submits the Licensing Forecast to CKI, the Licensee shall submit a Trademark Security Plan to CKI. Each Trademark Security Plan (if any) shall describe the methods of controlling the purchase, storage, requisition from storage, use and shipment of Labels to safeguard against the escape or unauthorized use of the Licensed Mark or Licensed Products. Each Trademark Security Plan (if any) shall include, but not be limited to, # maintaining necessary records to account for and reconcile all flows of Labels and # providing for an annual audit by the Licensee of such flows and use, for each manufacturing facility in which Labels are affixed to Licensed Products. Within ​ after completion of such audit, the Licensee shall provide CKI with a detailed copy of the audit report. In the event that a manufacturing facility cannot regularly account for and reconcile substantially all of the Labels or Licensed Products, the Licensee shall discontinue placing orders with such facility upon CKI’s request.

Elan is and shall remain the owner of the Elan Trademarks, and all goodwill associated therewith, in all countries of the world, and all uses of the Elan Trademarks by Licensee, its Affiliates and sublicensees shall inure to the benefit of Elan. If and to the extent that Licensee, its Affiliates or Third Party Distributors obtain any rights (other than the licenses granted herein) to the Elan Trademarks in any country in the world, Licensee shall immediately and automatically assign, and ensure that its Affiliates and Third Party Distributors immediately and automatically assign, to Elan all right, title and interest in and to the Elan Trademarks, and all goodwill with respect thereto.