Patent and Trademark Dispute. Notwithstanding Section 15.2, any Dispute relating to the scope, validity, enforceability or infringement of any CRISPR Patents, [[Nkarta:Organization]] Patents or trademarks claiming or Covering the manufacture, use, importation, offer for sale or sale of Collaboration Products or [[Nkarta:Organization]] 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.

64 Article 12 MISCELLANEOUS

Patent, Trademark, Copyright Security Agreements. The provisions of the Copyright Security Agreements, Trademark Security Agreements, and Patent Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the Copyright Security Agreements, Trademark Security Agreements, or the Patent Security Agreements shall limit any of the rights or remedies of Collateral Trustee hereunder. In the event of any conflict between any provision in this Agreement and a provision in a Copyright Security Agreement, Trademark Security Agreement or Patent Security Agreement, such provision of this Agreement shall control.

Patent and Trademark Dispute Resolution. Any dispute, controversy, or claim relating to the scope, validity, enforceability, or infringement of any patent rights covering the manufacture, use, or sale of any Product or of any trademark rights relating to any Licensed Antibody or Product shall be submitted to a court of competent jurisdiction in the country or jurisdiction in which such patent or trademark rights were granted or arose.

Disputes Related to Patent Rights. Notwithstanding anything in this Agreement to the contrary, any and all issues regarding the validity and enforceability of any Patent Rights (“Patent Matters”) shall be determined in a court or other tribunal, as the case may be, of competent jurisdiction under the applicable patent laws of the applicable country, with a jury trial being however excluded. If such dispute involves both Patent Matters and other matters, the arbitrators will have the right to stay the arbitration until determination of Patent Matters material to the resolution of the dispute as to the other matters is resolved.

Intellectual Property. (a) Set forth as [Schedule 5(a)] hereto is a true and complete list of all of each Grantor’s Patents, Patent Licenses, Trademarks and Trademark Licenses (each as defined in the Security Agreement) registered with the United States Patent and Trademark Office, and all other Patents, Patent Licenses, Trademarks and Trademark Licenses, including the name of the registered owner and the registration number of each Patent, Patent License, Trademark and Trademark License owned by such Grantor.

Trademark Guidelines. Trademark Licensor will promptly provide Trademark Licensee with copies of applicable trademark use guidelines. Trademark Licensee will not remove or alter any trademark, trade name, copyright or other proprietary notices, legends, symbols or labels appearing on or in any copies of the Trademark Licensor’s Products and associated documentation and materials.

Trademark Licence. Commencing on the Effective Date and continuing until all supply obligations of the Supplier under this Agreement have terminated, the Purchaser grants to the Supplier, and the Supplier accepts from the Purchaser, on the terms and conditions stated in this [Section 7.1], a non­exclusive right and license, with the right to sublicense, to use the Trademarks to manufacture, have manufactured, package, label, import and export the Products in accordance with the terms and conditions of this Agreement.