Common use of Product Marks Clause in Contracts

Product Marks. 13.8.1 (a) GSK shall have the sole right to select, obtain and maintain any Product Marks for Collaboration Products and GSK Sole Development Products. (b) Vir shall have the sole right to select, obtain and maintain any Product Marks for Vir Sole Development Products. In the case of (a) and (b), respectively, GSK and Vir are each referred to as the “Product ▇▇▇▇ Controlling Party”, while the other Party is referred to as the “Product ▇▇▇▇ Non-Controlling Party.” The costs associated with such activities for the Collaboration Products shall be included in the Development Costs and Pre-Tax Profit or Loss calculations for the applicable Collaboration Product (excluding Sole Development Products). Upon reasonable request of the Product ▇▇▇▇ Controlling Party, the Product ▇▇▇▇ Non-Controlling Party shall provide reasonable assistance in the selection of Product Marks for a Collaboration Product. As between the Parties, GSK shall be the owner of the Product Marks for any Collaboration Product. In the case in which a Collaboration Product becomes a Vir Sole Development Product, then Vir may continue to use Product Marks selected by GSK and approved by the FDA or other applicable Regulatory Authority, provided that Vir shall not have the right to use any trademarks owned or controlled by GSK (other than the Product Marks), or that are confusingly similar to such trademarks owned or controlled by GSK. 13.8.2 If the Product ▇▇▇▇ Non-Controlling Party has a reasonable basis to believe that a Third Party is engaging in infringement of a Product ▇▇▇▇, such Party shall promptly notify the Product ▇▇▇▇ Controlling Party in writing and provide it with any evidence of such infringement that is reasonably available. As between the Parties, the Party owning the infringed Product ▇▇▇▇, or its designee, shall have the sole right and option, at its sole expense, to respond to any infringement or potential infringement with respect to such Product ▇▇▇▇ by appropriate steps, including filing an infringement suit or taking other similar action. The non-owning Party shall provide reasonable assistance to the other Party, or the other Party’s designee, at such other (owning) Party’s expense, with respect to any enforcement activities with respect to such Product ▇▇▇▇, including providing access to relevant documents and other evidence, making its employees reasonably available during business hours, and joining the action to the extent necessary to maintain the action. Any amounts recovered pursuant to this Section 13.8 whether by settlement or judgment, shall first be used to reimburse the applicable Party(ies) for their costs and expenses in making such recovery, and any remaining recovery shall be retained by the Product ▇▇▇▇ Controlling Party except to the extent included in the Pre-Tax Profit or Loss calculation. The Product ▇▇▇▇ Controlling shall solely control any infringement claim brought by any Third Party with regard to the Product Marks and the costs thereof shall be included in the Pre-Tax Profit or Loss calculated.

Product Marks. 13.8.1 (a) GSK The Lead Party shall have the sole right to select, obtain and maintain any Product Marks for Collaboration Products and GSK Sole Development Productsfor which it is the Lead Party. (b) Vir shall have the sole right to select, obtain and maintain any Product Marks for Vir Sole Development Products. In the case of (a) and (b), respectively, GSK and Vir are each referred to as the “Product ▇▇▇▇ Controlling Party”, while the other Party is referred to as the “Product ▇▇▇▇ Non-Controlling Party.” The costs associated with such activities for the Collaboration Products shall be included in the Development Costs and Pre-Tax Net Profit or Loss calculations calculation for the applicable Collaboration Joint Product (excluding Sole to the extent attributable to the Shared Territory or to the extent incurred prior to the Commercialization of a Joint Product, in Joint Development Products). Upon reasonable request of the Product ▇▇▇▇ Controlling Party, the Product ▇▇▇▇ Non-Controlling Party shall provide reasonable assistance in the selection of Product Marks for a Collaboration Product. As between the Parties, GSK shall be the owner of the Product Marks for any Collaboration ProductCosts. In the case in which a Collaboration Product Non-Lead Party becomes a Vir Sole Development ProductLead Party for a Collaboration Program, then Vir it may continue to use Product Marks selected by GSK the prior Lead Party and approved by the FDA or other applicable Regulatory Authority, provided that Vir but in no event shall not it have the right to use any trademarks owned or controlled by GSK (other than the Product Marks), prior Lead Party or that are confusingly similar to any such trademarks owned or controlled by GSKtrademarks. 13.8.2 (b) If the Product ▇▇▇▇ Non-Controlling Lead Party has a reasonable basis to believe that a Third Party is engaging in infringement of a Product ▇▇▇▇, such Party shall promptly notify the Product ▇▇▇▇ Controlling Lead Party in writing and provide it with any evidence of such infringement that is reasonably available. As between the Parties, the Party owning the infringed Product ▇▇▇▇, or its designee, shall have the sole right and option, at its sole expense, to respond to any infringement or potential infringement with respect to such Product ▇▇▇▇ by appropriate steps, including filing an infringement suit or taking other similar action. The non-owning Party shall provide reasonable assistance to the other Party, or the other Party’s designee, at such other (owning) Party’s expense, with respect to any enforcement activities with respect to such Product ▇▇▇▇, including providing access to relevant documents and other evidence, making its employees reasonably available during business hours, and joining the action to the extent necessary to maintain the action. Any amounts recovered pursuant to this Section 13.8 14.7, whether by settlement or judgment, shall first be used to reimburse the applicable Party(ies) for their costs and expenses in making such recovery, and any remaining recovery shall be retained by the Product ▇▇▇▇ Controlling Lead Party except to the extent included in the Pre-Tax Net Profit or Loss calculationcalculation for the Shared Territory. The Product ▇▇▇▇ Controlling Lead Party shall solely control any infringement claim brought by any Third Party with regard to the Product Marks and the costs thereof shall be included in the Pre-Tax Net Profit or Loss calculatedcalculated to the extent attributable to the Shared Territory.