Product Trademarks. Subject to Section 4.6, [[Organization A:Organization]] shall have the sole right to determine and own the Product Trademarks to be used with respect to the Exploitation of the Licensed Products on a worldwide basis. shall not, and shall not permit its Affiliates to, # use in their respective businesses, any Trademark that is confusingly similar to, misleading or deceptive with respect to or that dilutes any (or any part) of the Product Trademarks, and # do any act which endangers, destroys, or similarly affects the value of the goodwill pertaining to the Product Trademarks. agrees, and shall cause its Affiliates, to conform # to the customary industry standards for the protection of Product Trademarks for products and such guidelines of [[Organization A:Organization]] with respect to manner of use (as provided in writing by [[Organization A:Organization]]) of the Product Trademarks, and # to maintain the quality standards of [[Organization A:Organization]] with respect to the goods sold and services provided in connection with such Product Trademarks. shall not do any act which endangers, destroys, or similarly affects the value of the goodwill pertaining to the Product Trademarks. shall not, and shall not permit its Affiliates to, attack, dispute, or contest the validity of or ownership of such Product Trademark anywhere in the Territory or any registrations issued or issuing with respect thereto.
Enforcement of Product Trademarks. Regeneron shall have the sole right and responsibility for taking such action as Regeneron deems necessary against a Third Party based on any alleged, threatened, or actual infringement, dilution, misappropriation, or other violation of, or unfair trade practices or any other like offense relating to, the Product Trademarks by a Third Party in the Territory. Regeneron shall bear the costs and expenses relating to any enforcement action commenced pursuant to this [Section 8.9.2] and any settlements and judgments with respect thereto, and shall retain any damages or other amounts collected in connection therewith.
Enforcement of Product Trademarks. [[Organization A:Organization]] shall have the sole right and responsibility for taking such action as [[Organization A:Organization]] deems necessary against a Third Party based on any alleged, threatened, or actual infringement, dilution, misappropriation, or other violation of, or unfair trade practices or any other like offense relating to, the Product Trademarks by a Third Party in the Territory. [ ].
Ownership of Product Trademarks. As between the Parties, Allergan shall have the sole right to determine and shall own all right, title and interest in and to the Product Trademarks in the Territory; provided, that such Product Trademarks shall not be confusingly similar to or dilutive of the Licensed Marks. UroGen shall not and shall not permit its Affiliates to, # use in their respective businesses, any Trademark that is confusingly similar to, misleading or deceptive with respect to or that dilutes any (or any part) of the Product Trademarks and # do any act that endangers, destroys, or similarly affects, in any material respect, the value of the goodwill pertaining to the Product Trademarks. UroGen shall not and shall not permit its Affiliates to, attack, dispute or contest the validity of or ownership of any Product Trademark anywhere in the Territory or any registrations issued or issuing with respect thereto.
Prosecution of Product Trademarks. Allergan shall have the sole right to register, prosecute and maintain the Product Trademarks using counsel of its own choice. All costs and expenses of registering, prosecuting and maintaining the Product Trademarks shall be borne solely by Allergan.
Trademarks. Within forty-five (45) days after the Closing Dare (or such longer time as the Administrative Agent may determine in its sole discretion), the Borrower will # record with the United States Patent and Trademark Office such assignments and other documents as may be necessary to evidence its rights in the following trademarks: # COMPLYCARE, registration no. , # COMPLYCARE, registration no. ; # WRIGHT and Design, registration no. , and WRIGHT WAVE CDT, registration no. ; and # execute and deliver to the Administrative Agent such documents, and take such other actions, as the Administrative Agent may reasonably request to evidence and perfect the Administrative Agent’s security interest in such trademarks.
Trademarks. The Parties will be jointly responsible for the selection, registration, maintenance and defense of all trademarks for use in connection with the sale or marketing of Products in the Shared Territory (the Marks). The fees and expenses incurred in connection therewith for Marks applicable to Products in the Licensed Territory will be the responsibility of SGI, and the Trademark Costs in the Shared Territory will be deemed Joint Commercialization Costs. All uses of the Marks in the Shared Territory will be reviewed by the JCC and will comply with Applicable Law (including those laws and regulations particularly applying to the proper use and designation of trademarks in the applicable countries). Neither Party will, without the other Partys prior written consent, use any trademarks or house marks of the other Party (including the other Partys corporate name), or marks confusingly similar INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
Trademarks. Zai Lab and/or its Affiliates shall be responsible (at its/their own expense) for and control the selection, registration, maintenance, enforcement and defense of any and all trademarks for the Products in the Territory. Zai Lab and/or its Affiliates shall own all rights, title and interest in and to any such trademarks and any related domain names associated with the Products or which contain the trademarks.
Trademarks. Denali shall be responsible for the selection, registration, maintenance, enforcement and defense of all trademarks for use in connection with the sale or marketing of Licensed Products in the Field in the Territory (the Denali Marks), as well as all expenses associated therewith. Denali shall not, without s prior written consent, use any trademarks or house marks of (including the corporate name), or marks confusingly similar thereto, in connection with Denalis commercialization of Licensed Products under this Agreement. Denali shall own all Denali Marks.
Product Liability. [Schedule 4.1.27] contains a complete and accurate list and summary description of all material liabilities, claims or obligations, absolute or (to Sellers Knowledge) contingent, pending or (to Sellers Knowledge) Threatened during the last three (3) years arising or alleged to arise from any actual or alleged injury to persons or property as a result of the ownership, possession or use of any product assembled or sold by the Company prior to the Closing Date, including but not limited to any claims arising from or alleged to arise from any actual or alleged exposure to asbestos and/or asbestos containing materials. All such claims are fully covered by product liability insurance subject to applicable deductibles and available limits of coverage or if not are noted on [Schedule 4.1.27].
Product Markings. The Product shall be marked as an -branded device. shall meet s requirements for branded products as required by .
Primary Product Trademarks means all trademarks, logos, tradedress, tradenames, internet domain names, and the like, and registrations for any of the foregoing, to the extent owned by Primary or any Affiliate thereof and pertaining exclusively to Primary Royalty Products in the Primary Field.
“Registered IP” shall mean all Product IP that is registered or filed with any Governmental Body, including all Patents, registered Copyrights and registered trademarks within the Product IP and all applications for any of the foregoing.
Ovid shall own all rights in any and all trademarks for Product(s) Commercialised by or on behalf of Ovid hereunder and shall at its own cost and expense have the exclusive right and responsibility for the selection, clearance, registration, maintenance and defence of said Trademarks.
ACADIA must not, at any time, use any trademarks previously used by it that solely relate to any Compound or any Product or use any trademarks, names, labels or logos deceptively or confusingly similar to those trademarks; for clarity, in no event shall the foregoing apply to any trademark, name, label or logo with respect to the name ACADIA or ACADIA Pharmaceuticals Inc.; and
Third Party Claims. [[Organization A:Organization]] shall have the sole right and responsibility for defending against any alleged, threatened, or actual claim by a Third Party that the use or registration of the Product Trademarks in the Territory infringes, dilutes, misappropriates, or otherwise violates any Trademark or other right of that Third Party or constitutes unfair trade practices or any other like offense, or any other claims as may be brought by a Third Party against a Party in connection with the use of the Product Trademarks with respect to a Licensed Product in the Territory. [ ].
Notice and Cooperation. Each Party shall provide to the other Party prompt written notice of any actual or threatened infringement of the Product Trademarks in the Territory and of any actual or threatened claim that the use of the Product Trademarks in the Territory violates the rights of any Third Party. Each Party agrees to cooperate fully with the other Party with respect to any enforcement action or defense commenced pursuant to this Section 7.7.
Bank Product Providers. Each Bank Product Provider shall be deemed a third party beneficiary hereof and of the provisions of the other Loan Documents for purposes of any reference in a Loan Document to the parties for whom Agent is acting. Agent hereby agrees to act as agent for such Bank Product Providers and, by virtue of entering into a Bank Product Agreement, the applicable Bank Product Provider shall be automatically deemed to have appointed Agent as its agent and to have accepted the benefits of the Loan Documents; it being understood and agreed that the rights and benefits of each Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Provider's being a beneficiary of the Liens and security interests (and, if applicable, guarantees) granted to Agent and the right to share in payments and collections out of the Collateral as more fully set forth herein. In addition, each Bank Product Provider, by virtue of entering into a Bank Product Agreement, shall be automatically deemed to have agreed that Agent shall have the right, but shall have no obligation, to establish, maintain, relax, or release reserves in respect of the Bank Product Obligations and that if reserves are established there is no obligation on the part of Agent to determine or insure whether the amount of any such reserve is appropriate or not. In connection with any such distribution of payments or proceeds of Collateral, Agent shall be entitled to assume no amounts are due or owing to any Bank Product Provider unless such Bank Product Provider has provided a written certification (setting forth a reasonably detailed calculation) to Agent as to the amounts that are due and owing to it and such written certification is received by Agent a reasonable period of time prior to the making of such distribution. Agent shall have no obligation to calculate the amount due and payable with respect to any Bank Products, but may rely upon the written certification of the amount due and payable from the applicable Bank Product Provider. In the absence of an updated certification, Agent shall be entitled to assume that the amount due and payable to the applicable Bank Product Provider is the amount last certified to Agent by such Bank Product Provider as being due and payable (less any distributions made to such Bank Product Provider on account thereof). Borrower may obtain Bank Products from any Bank Product Provider, although Borrower is not required to do so. Borrower acknowledges and agrees that no Bank Product Provider has committed to provide any Bank Products and that the providing of Bank Products by any Bank Product Provider is in the sole and absolute discretion of such Bank Product Provider. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no provider or holder of any Bank Product shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any such provider or holder be required (other than in their capacities as Lenders, to the extent applicable) for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the Collateral or the release of Collateral or Guarantors.
Non-Conforming Product. Following Delivery of Product, Graphite notifies WuXi ATU in accordance with the procedure and timelines set forth in the Quality Agreement that the Product fails to meet Specification (a “Non-Conforming Product”), WuXi ATU shall initiate an
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