House Marks Clause Samples

House Marks. Each Party acknowledges the goodwill and reputation associated with the other Party's House Marks, and shall use such House Marks in a manner that maintains and promotes such goodwill and reputation. Each Party shall take all reasonable precautions and actions to protect the goodwill and reputation that has inured to the other Party's House Marks, shall refrain from doing any act that is reasonably likely to impair the reputation of such House Marks, and shall cooperate fully to protect such House Marks.

House Marks. (a) RemainCo agrees and acknowledges that (i) as of Distribution Date, as between the RemainCo Group and the SpinCo Group, all right, title and interest in and to the Trademarks set forth on Schedule 3.1 (the “SpinCo Trademarks”), including the SpinCo House Marks, shall be the sole and exclusive property of the SpinCo Group and (ii) except as otherwise provided in Section 3.2, the RemainCo Group shall cease and discontinue all use of the SpinCo Marks, including the SpinCo House Marks, as of the Distribution Date. In addition, RemainCo agrees to use its best efforts to change its name to eliminate ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ therefrom, and, if applicable, to cause the members of the RemainCo Group to change their names to eliminate “▇▇▇▇▇▇▇,” “▇▇▇▇▇▇,” “▇▇▇▇▇▇▇ and ▇▇▇▇▇▇,” “▇▇▇▇▇▇▇ & ▇▇▇▇▇▇” or “B&W” therefrom and to cease and discontinue the use of the term “▇▇▇▇▇▇▇ & ▇▇▇▇▇▇” or “B&W” and any of the SpinCo Marks in its business or operations as promptly as practicable following the Distribution Date. Notwithstanding the foregoing, SpinCo agrees and acknowledges that RemainCo will change its name to BWX Technologies and that RemainCo and the RemainCo Group may continue to use “BW” and derivations thereof and therefrom (but not “B&W”) in its business or operations after the Distribution Date. SpinCo agrees not to, and shall not permit any member of the SpinCo Group to, oppose, petition to cancel, or otherwise challenge or object to the use of or any current application and/or subsequent application for registration by RemainCo or any member of the RemainCo Group of any RemainCo House Marks as long as such use and/or registration does not make use of the SpinCo House Marks and further agrees to take such actions as may be reasonably requested by RemainCo and execute or cause to be executed by the appropriate members of the SpinCo Group such other agreements, instruments and other documents, including coexistence agreements and letters of consent, as may be reasonably requested by RemainCo to facilitate the registration and continued prosecution of RemainCo House Marks (e.g., in the event that any SpinCo House ▇▇▇▇ is cited against an application for a RemainCo House ▇▇▇▇). (b) RemainCo agrees not to, and shall not permit any member of the RemainCo Group to, oppose, petition to cancel, or otherwise challenge or object to the use of or any current application and/or subsequent application for registration by SpinCo or any member of the SpinCo Group of any SpinCo House Ma...

House Marks. To the extent allowable by applicable Laws, Product packaging, promotional materials and Product labeling for use in the Licensed Territory shall carry, (i) one or more of the AMAG House Marks, subject to Takeda’s reasonable approval of the size, position, and location thereof, and (ii) at Takeda’s sole discretion, one or more of Takeda’s trademarks or trade names (the “Takeda Marks”). The Parties agree that the Takeda Marks and the AMAG House Marks shall be displayed under a general principle of co-prominence. AMAG shall own all right, title and interest in the AMAG House Marks and shall be solely responsible, at its expense, for filing, prosecuting, and maintaining the AMAG House Marks. Takeda shall own all right, title and interest in the Takeda Marks and shall be solely responsible, at its expense, for filing, prosecuting, and maintaining the Takeda Marks. Subject to the terms of this Agreement, AMAG hereby grants to Takeda a royalty-free, non-exclusive license to use and display the AMAG House Marks solely in connection with the Commercialization of the Product in the Field in the Licensed Territory. If pursuant to Section 6.7(a) AMAG Product Marks are selected by Takeda to be used in connection with Commercializing the Product in the Licensed Territory, AMAG hereby grants to Takeda a royalty-free, exclusive license to use and display such AMAG Product Marks solely in connection with the Commercialization of the Product in the Field in the Licensed Territory, subject to the terms of this Agreement. Such licenses may be sublicensed by Takeda to an Affiliate or a Third Party sublicensee of Takeda’s right to Commercialize the Product granted in Section 2.1(a)(i).

House Marks. To the extent allowable by applicable Law, Product packaging, Promotional Materials and Product Labeling for use in the Licensed Territory shall carry, in a conspicuous location, (i) one or more of the AMAG House Marks, subject to 3SBio’s reasonable approval of the size, position, and location thereof, and (ii) at 3SBio’s sole discretion, one or more of 3SBio’s trademarks or tradenames (the “3SBio Marks”). The Parties agree that the JSC shall determine the display of the 3SBio Marks along with the AMAG House Marks under a general principle of co-prominence. AMAG shall own all right, title and interest in the AMAG House Marks and shall be solely responsible, at its expense, for filing, prosecuting, and maintaining the AMAG House Marks. 3SBio shall own all right, title and interest in the 3SBio Marks and shall be solely responsible, at its expense, for filing, prosecuting, and maintaining the 3SBio Marks.

House Marks. Each Party will have sole control and discretion with respect to protecting and maintaining its respective House Marks, including all enforcement and defense thereof. To the extent that anti-counterfeiting or anti-diversion activity for the Product must be based on a Party’s House Marks, the Parties will cooperate in good faith on decisions relating to control of such actions, and costs of same shall constitute the sole cost of the applicable Party whose House ▇▇▇▇ is in issue.