means the trademark listed on [Exhibit 1.5].

Trademark License. Licensee shall use the Product Marks to Commercialize the Product in the Licensee Territory. In addition, unless prohibited by Applicable Laws, Licensee shall use Commercially Reasonable Efforts to include Ovid’s corporate trademark on the packaging and product information of the Products sold in the Licensee Territory to indicate that the Product is licensed from Ovid. Ovid hereby grants to Licensee a limited, royalty-free license to use Ovid’s corporate trademark and Product Marks solely in connection with the Commercialization of the Product in the Licensee Territory under this Agreement. All use of the Product Marks and Ovid’s corporate trademark shall comply with Applicable Laws and shall be subject to Ovid’s review and approval. For clarity, Licensee shall also include its (or its Affiliate’s or Sublicensee’s, as applicable) corporate logo in the Product sold in the Licensee Territory.

Trademark License. In the event a party ("Owner") grants the other party permission to use its trademarks or service marks (collectively, the "Marks") in accordance with [Section 6.5], such party grants to the other party a limited, non-exclusive and non-transferable license (without the right to sublicense) to use, reproduce and display such Marks solely as may be permitted by the Owner pursuant to [Section 6.5], or as may explicitly be agreed upon by the parties in writing. Each party's use of the Owner's Marks will be in compliance with the Owner's then-current trademark usage guidelines, if any, provided to such party in writing, which may be revoked or modified at any time at the sole discretion of the Owner. Any use by the other party of the Owner's Marks in a manner not specified in the Agreement requires the Owner's prior written approval in each instance. Each Owner will retain all right, title and interest (including all IP) in and to its Marks, and the other party will do nothing inconsistent with such ownership nor use the Owner's Marks in any way other than as provided for under the Agreement. The other party's rights in and to the Owner's Marks are limited solely to those rights granted expressly herein. The other party's use of the Owner's Marks will inure to the benefit and be on behalf of the Owner, and such use by the other party will not create in the other party any right, title or interest in the Owner's Marks.

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.

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.

Alba Trademark. Ortho shall not be entitled to make use of Alba' trademark(s), or name in any way either in respect of this Agreement or any other agreement to which Ortho is a party, without written consent from Alba.

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.

any agreement, written or oral, providing for the grant by the Company of any right to use any Trademark.

Disputes. The Parties agree that, except for # disputes arising under Section 3.1 that have been escalated to the Senior Executives and not been resolved and # any matter as to which a Party seeks immediate equitable relief, all controversies or claims arising out of or relating to this TSA, or the interpretation, performance, breach, termination, or validity thereof, will be referred to the Senior Executives for good faith negotiation towards a resolution for a period of up to ​. If the Senior Executives cannot reach an agreement within such ​ period (or such longer period as the Parties may agree), either Party may, at its sole discretion, seek resolution of such dispute in accordance with Section 16.4.

Disputes. As a condition of the granting of the Performance Share Units granted hereby, the Grantee and the Grantee’s successors and assigns agree that any dispute or disagreement which shall arise under or as a result of this Award Agreement shall be determined by the Committee in its sole discretion and judgment and that any such determination and any interpretation by the Committee of the terms of this Award Agreement shall be final and shall be binding and conclusive for all purposes.