Common use of Product Trademarks Clause in Contracts

Product Trademarks. Zai will have the right to brand the Licensed Products in the Territory using trademarks, logos, and trade names it determines appropriate for the Licensed Products, which may vary by region or within a region (the “Product Marks”). Zai will own all rights in the Product Marks in the Territory and will register and maintain the Product Marks in the Territory that it determines reasonably necessary, at Zai’s cost and expense. Upon Zai’s request, Paratek will reasonably assist Zai in the selection and design of the Product Marks. Zai will also have the right (pursuant to this Section 8.4) to use certain trademarks in the Territory as set forth in Schedule 8.4 (the “Paratek Product Marks”). If Zai elects to use the Paratek Product Marks in connection with the Commercialization of the Licensed Products in the Territory, Paratek will and hereby does grant to Zai, during the Term and subject to the terms and conditions of this Agreement, a royalty-free, exclusive license under Paratek’s rights to use such Paratek Product Marks in connection with the Commercialization of the Licensed Products in the Field in the Territory in compliance with Applicable Laws. Zai will comply with Paratek’s brand usage guidelines provided to Zai in its use of the Paratek Product Marks. For the avoidance of doubt, Paratek (a) has sole discretion regarding prosecution and maintenance of the Paratek Product Marks, provided that, after Zai has initiated launch efforts to Commercialize the Product under any particular Paratek Product Xxxx, Paratek shall notify Zai in writing of any decision to modify and/or discontinue the application or registration of such Paratek Product Xxxx in the Territory, and shall not carry out such modification or discontinuation without Zai’s prior written consent (not to be unreasonably withheld), further provided that Paratek shall not be required to obtain Zai’s consent if such modification and/or discontinuation is required by the applicable Regulatory Authority in the Territory or is necessary to avoid any potential infringement of the rights of any Third Party, and (b) has no obligation to ensure that, and provides no guarantee that, any applications included in the Paratek Products Marks issues to a registered trademark in the Territory.

Product Trademarks. Zai will have Subject to the right to brand the Licensed Products in the Territory using trademarksJSC’s review, logosapproval, and trade names it determines appropriate for oversight of the Licensed ProductsDevelopment Plan as provided in Section 3.2, which may vary by region or within a region (the “Product Marks”). Zai Kyowa Kirin will own coordinate and collaborate with Reata to secure all rights to Reata or Kyowa Kirin, as determined by the JSC (taking into account Applicable Law and the requirements of applicable Regulatory Authorities), in the Product Marks in the Territory and will register and maintain the Product Marks in the Territory that it determines reasonably necessary, at Zai’s cost and expense. Upon Zai’s request, Paratek will reasonably assist Zai in the selection and design of the Product Marks. Zai will also have the right (pursuant to this Section 8.4) to Trademarks for use certain trademarks in the Territory as set forth in Schedule 8.4 (the “Paratek Product Marks”). If Zai elects to use the Paratek Product Marks in connection with the Commercialization of the Licensed Products in the Territory for use in the Field (which Product Trademarks may or may not be the same as the names, marks and logos used for the Licensed Product outside the Territory). The JSC will discuss the selection of the Product Trademark and also discuss (without decision-making authority) the names, Paratek will marks and hereby does grant logos to Zai, during the Term and subject to the terms and conditions of this Agreement, a royalty-free, exclusive license under Paratek’s rights to use such Paratek Product Marks in connection with the Commercialization of be used for the Licensed Products in the Field in outside the Territory in compliance with Applicable Lawsso that the Parties can discuss and consider the prospect of having a global brand. Zai will comply with Paratek’s brand usage guidelines Reata shall consider recommendations provided by Kyowa Kirin to Zai in its use Reata regarding the selection of the Paratek names, marks and logos to be used for Licensed Products outside the Territory for purposes of selecting such names, marks and logos that can also be used within the Territory as part of a global brand, but Reata is under no obligation to adopt or use any such recommendations. The Party determined by the JSC to own the Product Marks. For Trademarks by the avoidance JSC will be responsible for (and shall control) the filing, prosecution, maintenance and defense of doubt, Paratek (a) has sole discretion regarding prosecution and maintenance all registrations of the Paratek Product Marks, provided that, after Zai has initiated launch efforts to Commercialize the Product under any particular Paratek Product Xxxx, Paratek shall notify Zai in writing of any decision to modify and/or discontinue the application or registration of such Paratek Product Xxxx Trademarks in the Territory, and shall not carry out will be responsible for the payment of any costs incurred by such modification Party relating to filing, prosecution, maintenance, defense and enforcement of the Product Trademarks in the Territory; provided, however, that the non-owning Party may elect at its expense to participate in the defense or discontinuation without Zai’s prior written consent (not to be unreasonably withheld), further provided that Paratek shall not be required to obtain Zai’s consent if such modification and/or discontinuation is required by enforcement of the applicable Regulatory Authority Product Trademarks in the Territory (and shall have the right to lead such defense or is necessary enforcement in the event the owning Party fails to avoid do so). In any potential event, each Party will provide to the other Party prompt written Notice of any actual or threatened infringement of the rights of any Third Party, and (b) has no obligation to ensure that, and provides no guarantee that, any applications included in the Paratek Products Marks issues to a registered trademark Product Trademarks in the Territory. In the event Reata owns the Product Trademarks in the Territory, Reata hereby grants to Kyowa Kirin an exclusive license to use the Product Trademarks solely in connection with Kyowa Kirin’s exercise of the license granted to it pursuant to Section 2.1, including the limited right to sublicense provided for in such license. Specific terms in this exhibit have been redacted because confidential treatment for those terms has been requested. These redacted terms have been marked in this exhibit with three asterisks [***]. An unredacted version of this exhibit has been separately filed with the Securities and Exchange Commission.

Product Trademarks. Zai will 6.6.1.1 Both Parties acknowledge and agree that Commercialization of each Product under a common brand name or product trademark throughout the world may be beneficial for both Parties in order to maximize the value of the Product. In furtherance of the foregoing, each Party shall have the right (but not the obligation) to brand propose to the Licensed Products other Party a limited number of product trademarks under consideration for use in Commercializing the Product and shall consider in good faith any comments the other Party has on such product trademarks. If Forty Seven selects a product trademark for Commercializing the Product in the Forty Seven Territory using trademarks, logos, and trade names it determines appropriate for the Licensed Products, which may vary by region or within a region (the “Product MarksTrademark”), then it shall notify Ono of its selection, and Ono may elect to use the Product Trademark for Commercializing the Product in the Ono Territory. Zai will If Ono so elects, subject to successful registration and approval of such Product Trademark by the applicable Governmental Authorities in the Ono Territory, each Party shall use such Product Trademark for Commercialization of the Product in its respective Territory. Forty Seven shall search for and determine the possibility of the registration of such Product Trademark worldwide, and to the extent possible, Forty Seven shall file the application for registration of the trademark rights for the Product Trademark using counsel of its own all choice, at Forty Seven’s cost for the Forty Seven Territory and Ono’s cost for the Ono Territory. After such registration, Forty Seven shall assign the rights to the Product Trademark in the Ono Territory to Ono without requiring Ono any compensation for such assignment. The costs of procedure related to such assignment shall be borne by Ono. Forty Seven shall be responsible for the prosecution, registration and maintenance of such trademark rights in the Product Marks in Forty Seven Territory at Forty Seven’s sole costs. Forty Seven shall be responsible for the Territory and will register and maintain the Product Marks in the Territory that it determines reasonably necessary, at Zai’s cost and expense. Upon Zai’s request, Paratek will reasonably assist Zai in the selection and design of the Product Marks. Zai will also have the right (pursuant to this Section 8.4) to use certain trademarks in the Territory as set forth in Schedule 8.4 (the “Paratek Product Marks”). If Zai elects to use the Paratek Product Marks in connection with the Commercialization of the Licensed Products in the Territory, Paratek will and hereby does grant to Zai, during the Term and subject to the terms and conditions of this Agreement, a royalty-free, exclusive license under Paratek’s rights to use such Paratek Product Marks in connection with the Commercialization of the Licensed Products in the Field in the Territory in compliance with Applicable Laws. Zai will comply with Paratek’s brand usage guidelines provided to Zai in its use of the Paratek Product Marks. For the avoidance of doubt, Paratek (a) has sole discretion regarding prosecution and maintenance of the Paratek Product Marks, provided that, after Zai has initiated launch efforts to Commercialize the Product under any particular Paratek Product Xxxx, Paratek shall notify Zai in writing of any decision to modify and/or discontinue the application or registration of such Paratek Product Xxxx trademark rights in the TerritoryOno Territory at Ono’s sole costs, and Ono shall not carry out be responsible for the maintenance of such modification or discontinuation without Zai’s prior written consent (not to be unreasonably withheld), further provided that Paratek shall not be required to obtain Zai’s consent if such modification and/or discontinuation is required by the applicable Regulatory Authority trademark rights in the Ono Territory or is necessary to avoid any potential infringement of the rights of any Third Party, and (b) has no obligation to ensure that, and provides no guarantee that, any applications included in the Paratek Products Marks issues to a registered trademark in the Territoryat Ono’s sole costs.

Product Trademarks. Zai will have Subject to the right to brand the Licensed Products in the Territory using trademarksJSC’s review, logosapproval, and trade names it determines appropriate for oversight of the Licensed ProductsDevelopment Plan as provided in Section 3.2, which may vary by region or within a region (the “Product Marks”). Zai Kyowa Kirin will own coordinate and collaborate with Reata to secure all rights to Reata or Kyowa Kirin, as determined by the JSC (taking into account Applicable Law and the requirements of applicable Regulatory Authorities), in the Product Marks in the Territory and will register and maintain the Product Marks in the Territory that it determines reasonably necessary, at Zai’s cost and expense. Upon Zai’s request, Paratek will reasonably assist Zai in the selection and design of the Product Marks. Zai will also have the right (pursuant to this Section 8.4) to Trademarks for use certain trademarks in the Territory as set forth in Schedule 8.4 (the “Paratek Product Marks”). If Zai elects to use the Paratek Product Marks in connection with the Commercialization of the Licensed Products in the Territory for use in the Field (which Product Trademarks may or may not be the same as the names, marks and logos used for the Licensed Product outside the Territory). The JSC will discuss the selection of the Product Trademark and also discuss (without decision-making authority) the names, Paratek will marks and hereby does grant logos to Zai, during the Term and subject to the terms and conditions of this Agreement, a royalty-free, exclusive license under Paratek’s rights to use such Paratek Product Marks in connection with the Commercialization of be used for the Licensed Products in the Field in outside the Territory in compliance with Applicable Lawsso that the Parties can discuss and consider the prospect of having a global brand. Zai will comply with Paratek’s brand usage guidelines Reata shall consider recommendations provided by Kyowa Kirin to Zai in its use Reata regarding the selection of the Paratek names, marks and logos to be used for Licensed Products outside the Territory for purposes of selecting such names, marks and logos that can also be used within the Territory as part of a global brand, but Reata is under no obligation to adopt or use any such recommendations. The Party determined by the JSC to own the Product Marks. For Trademarks by the avoidance JSC will be responsible for (and shall control) the filing, prosecution, maintenance and defense of doubt, Paratek (a) has sole discretion regarding prosecution and maintenance all registrations of the Paratek Product Marks, provided that, after Zai has initiated launch efforts to Commercialize the Product under any particular Paratek Product Xxxx, Paratek shall notify Zai in writing of any decision to modify and/or discontinue the application or registration of such Paratek Product Xxxx Trademarks in the Territory, and shall not carry out will be responsible for the payment of any costs incurred by such modification Party relating to filing, prosecution, maintenance, defense and enforcement of the Product Trademarks in the Territory; provided, however, that the non-owning Party may elect at its expense to participate in the defense or discontinuation without Zai’s prior written consent (not to be unreasonably withheld), further provided that Paratek shall not be required to obtain Zai’s consent if such modification and/or discontinuation is required by enforcement of the applicable Regulatory Authority Product Trademarks in the Territory (and shall have the right to lead such defense or is necessary enforcement in the event the owning Party fails to avoid do so). In any potential event, each Party will provide to the other Party prompt written Notice of any actual or threatened infringement of the rights of any Third Party, and (b) has no obligation to ensure that, and provides no guarantee that, any applications included in the Paratek Products Marks issues to a registered trademark Product Trademarks in the Territory. In the event Reata owns the Product Trademarks in the Territory, Reata hereby grants to Kyowa Kirin an exclusive license to use the Product Trademarks solely in connection with Kyowa Kirin’s exercise of the license granted to it pursuant to Section 2.1, including the limited right to sublicense provided for in such license. Specific terms in this Exhibit have been redacted because such terms are both not material and are of the type that the Company treats as private or confidential. These redacted terms have been marked in this Exhibit with three asterisks [***].

Product Trademarks. Zai will have the right to brand the Licensed Products in the Territory using trademarks, logos, and trade names it determines appropriate for the Licensed Products, which may vary by region or within a region (the “Product Marks”). Zai will own all rights in the Product Marks in the Territory and will register and maintain the Product Marks in the Territory that it determines reasonably necessary, at Zai’s cost and expense. Upon Zai’s request, Paratek will reasonably assist Zai in the selection and design of the Product Marks. Zai will also have the right (pursuant to this Section 8.4) to use certain trademarks in the Territory Except as set forth in Schedule 8.4 any applicable Ancillary Agreement, each Party shall (a) own all right, title and interest in and to each of its Product Trademarks (in the “Paratek Gilead Territory for Gilead and the Territory for Assembly); (b) control the development, clearance, selection, submission to Regulatory Authorities, registration, prosecution, maintenance, recordation, enforcement and defense of each of its Product Marks”Trademarks (in the Gilead Territory for Gilead and the Territory for Assembly). If Zai elects to ; and (c) establish branding guidelines and usage strategy for use the Paratek of its Product Marks Trademarks in connection with the Commercialization of Optioned Products in the Licensed Gilead Territory for Gilead and Non-Optioned Gilead Products in the Territory, Paratek . Each Party will and hereby does grant to Zai, during keep the Term and subject to the terms and conditions of this Agreement, a royalty-free, exclusive license under Paratek’s rights to use such Paratek Product Marks in connection with the Commercialization other reasonably informed of the Licensed Products progress of the development, clearance, selection and regulatory approval process with respect to its Product Trademark. All costs and expenses of developing, clearing, registering, maintaining, recording, enforcing and defending Option, License and Collaboration Agreement Gilead’s Product Trademarks in (i) the Field Gilead Territory shall be borne solely by Gilead, and (ii) the Profit-Share Territory shall be deemed to be Allowable Expenses and allocated in accordance with Section 12.12. All costs and expenses of developing, clearing, registering, maintaining, enforcing and defending Assembly’s Product Trademarks in the Territory shall be borne solely by Assembly. The other Party shall provide all assistance and documents and information reasonably requested by the owner of a Product Trademark in compliance with Applicable Laws. Zai will comply with Paratek’s brand usage guidelines provided to Zai in support of its use of the Paratek Product Marks. For the avoidance of doubtregistration, Paratek (a) has sole discretion regarding prosecution prosecution, maintenance, recordation, enforcement and maintenance of the Paratek Product Marks, provided that, after Zai has initiated launch efforts to Commercialize the Product under any particular Paratek Product Xxxx, Paratek shall notify Zai in writing of any decision to modify and/or discontinue the application or registration defense of such Paratek Product Xxxx Trademark. With respect to each Optioned Program, effective as of each Option Exercise Closing for such Optioned Program in the Territorycountries to which such Option Exercise Closing relates, Assembly, on behalf of itself and its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign) to Gilead, Assembly’s entire right, title and interest in and to any Product Trademarks. Assembly shall, and shall cause its Affiliates to, cooperate with Gilead to effectuate and perfect the foregoing ownership, including by promptly executing and recording assignment and other documents consistent with such change in ownership. Each Party shall not, and shall not carry out such modification permit its Affiliates to, [***]. In the event that a Party receives a license or discontinuation without Zai’s prior written consent (not other rights to be unreasonably withheld), further provided that Paratek shall not be required to obtain Zai’s consent if such modification and/or discontinuation is required by the applicable Regulatory Authority in the Territory or is necessary to avoid any potential infringement Product Trademarks of the rights other Party under any Ancillary Agreement, such Party agrees, and shall cause its Affiliates, to conform (i) to such guidelines of any Third such other Party with respect to manner of use (as provided in writing by such other Party to such Party) of Product Trademarks of such other Party, and (bii) has no obligation to ensure thatmaintain the quality standards of such other Party with respect to the goods sold and services provided in connection with such Product Trademarks. Each Party shall not, and provides no guarantee thatshall not permit its Affiliates to, any applications included in the Paratek Products Marks issues to a registered trademark in the Territory[***].

Product Trademarks. Zai will have The JSC shall determine the right Product-related trademarks to brand be used in connection with Commercializing the Product in the Licensed Products Territory, and shall give due consideration to the AMAG Product Marks. Takeda may submit to the JSC for review, comment, and approval proposed trademarks different from or in addition to the AMAG Product Marks for use in a country or region in the Territory using Licensed Territory. Subject to JSC approval, Takeda shall amend the Commercialization Plan to include any such new trademarks. Takeda shall own all right, logostitle, and trade names it determines appropriate interest in and to all trademarks developed by either Party [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. under this Agreement after the Effective Date for use in connection with Commercializing the Product in the Licensed Products, which may vary by region or within a region Territory (the “New Product Marks”). Zai will own all rights in the Product Marks in the Territory and will register and maintain the Product Marks in the Territory that it determines reasonably necessaryTakeda shall be solely responsible, at Zai’s cost its expense, for filing, prosecuting, maintaining, defending and expense. Upon Zai’s requestenforcing the New Product Marks, Paratek will reasonably assist Zai in the selection provided, however, that Takeda shall provide AMAG reasonable opportunity to review and design comment on such prosecution, maintenance, defense and enforcement of the New Product Marks. Zai will also have AMAG shall be solely responsible, at its expense, for filing, prosecuting, and maintaining the right (pursuant to this Section 8.4) to use certain trademarks in the Territory as set forth in Schedule 8.4 (the “Paratek Product Marks”). If Zai elects to use the Paratek Product Marks in connection with the Commercialization of the Licensed Products in the Territory, Paratek will and hereby does grant to Zai, during the Term and subject to the terms and conditions of this Agreement, a royalty-free, exclusive license under Paratek’s rights to use such Paratek Product Marks in connection with the Commercialization of the Licensed Products in the Field in the Territory in compliance with Applicable Laws. Zai will comply with Paratek’s brand usage guidelines provided to Zai in its use of the Paratek Product Marks. For the avoidance of doubt, Paratek (a) has sole discretion regarding prosecution and maintenance of the Paratek AMAG Product Marks, provided thatprovided, after Zai has initiated launch efforts however, that AMAG shall provide Takeda reasonable opportunity to Commercialize the Product under any particular Paratek Product Xxxxreview and comment on such prosecution, Paratek shall notify Zai in writing of any decision to modify and/or discontinue the application or registration of such Paratek Product Xxxx in the Territorymaintenance, defense and shall not carry out such modification or discontinuation without Zai’s prior written consent (not to be unreasonably withheld), further provided that Paratek shall not be required to obtain Zai’s consent if such modification and/or discontinuation is required by the applicable Regulatory Authority in the Territory or is necessary to avoid any potential infringement enforcement of the rights of any Third Party, and (b) has no obligation AMAG Product Marks with respect to ensure that, and provides no guarantee that, any applications included in the Paratek Products Marks issues to a registered trademark in the Licensed Territory.