Common use of RELISTOR Marks Clause in Contracts

RELISTOR Marks. (i) To the Knowledge of Progenics, Schedule 9.2(m) sets forth a true and complete list of all registrations, and applications therefor, for the RELISTOR Trademark owned by Wyeth or one of its Affiliates as of the Effective Date. The word ▇▇▇▇ RELISTOR and all registrations and applications for registration therefor owned of record by Wyeth as of the date hereof in the Territory are herein referred to as the “RELISTOR Marks.” (ii) Except as set forth in Schedule 9.2(m), to the Knowledge of Progenics, (A) Wyeth or one of its Affiliates is the sole and exclusive owner of the RELISTOR Marks in the Designated Countries in which Progenics or its licensees have registered any of the RELISTOR Marks (the “Trademark Countries”), free and clear of all claims, liens, encumbrances, options and licenses other than Wyeth’s obligation under the Termination Agreement to assign the RELISTOR Marks to Progenics or Salix, as Progenics’s designee, and (B) Wyeth or one of its Affiliates is the record owner of all the registrations and applications set forth on Schedule 9.2(m) for the RELISTOR Marks in the Trademark Countries, and all such registrations and applications are in full force and effect, are valid and enforceable, have not lapsed, expired or been forfeited, cancelled or abandoned, and all maintenance and renewal fees, as applicable, due as of the Effective Date in respect thereof have been timely paid. (iii) Except as set forth in Schedule 9.2(m), none of Progenics and its Affiliates and, to the Knowledge of Progenics, Wyeth and its Affiliates has granted any license or sublicense in, or waived any rights with respect to, any of the RELISTOR Marks. (iv) Except as set forth in Schedule 9.2(m), to the Knowledge of Progenics, no claims are pending or have been threatened to Progenics or any of its Affiliates or, to the Knowledge of Progenics, Wyeth or any of its Affiliates challenging the ownership, use, right to use, registrability, priority, scope, validity, or enforceability of any of the RELISTOR Marks in the Trademark Countries, and to the Knowledge of Progenics, there exist no facts or circumstances which could reasonably provide a basis for any such claim or assertion materially adversely affecting the ownership, use, continuing right to use, registrability, priority, scope, validity or enforceability of any of the RELISTOR Marks. (v) Except as set forth in Schedule 9.2(m), to the Knowledge of Progenics, there are no legal or governmental proceedings that relate to any of the RELISTOR Marks in the Trademark Countries. (vi) Except as set forth in Schedule 9.2(m), (A) to the Knowledge of Progenics, the RELISTOR Marks do not infringe, dilute, violate or otherwise conflict with the intellectual property rights of any other Person in the any Trademark Country, (B) none of Progenics or its Affiliates or, to the Knowledge of Progenics, Wyeth or its Affiliates has received any notice of any such claim or assertion violation or infringement, and (C) no proceedings or claims been instituted or asserted in writing against Progenics or its Affiliates or, to the Knowledge of Progenics, Wyeth or its Affiliates alleging any such infringement, dilution, violation or conflict and, to the Knowledge of Progenics, there exist no facts or circumstances which could reasonably provide a basis for any such claim or assertion. (vii) Except as set forth in Schedule 9.2(m), to the Knowledge of Progenics, none of the RELISTOR Marks is subject to any outstanding injunction, judgment, order, decree, ruling, charge, settlement or other disposition of any dispute. (viii) Except as set forth in Schedule 9.2(m), to the Knowledge of Progenics, no other Person is engaging in any activity that infringes, dilutes, violates or conflicts with Progenics’s or any of its Affiliates’ or Wyeth’s or any of its Affiliates’ intellectual property rights in the RELISTOR Marks in any Trademark Country.

RELISTOR Marks. (i) To the Knowledge of Progenics, Schedule 9.2(m) sets forth a true and complete list of all registrations, and applications therefor, for the RELISTOR Trademark owned by Wyeth or one of its Affiliates as of the Effective Date. The word ▇m▇▇▇ RELISTOR and all registrations and applications for registration therefor owned of record by Wyeth as of the date hereof in the Territory are herein referred to as the “RELISTOR Marks.” (ii) Except as set forth in Schedule 9.2(m), to the Knowledge of Progenics, (A) Wyeth or one of its Affiliates is the sole and exclusive owner of the RELISTOR Marks in the Designated Countries in which Progenics or its licensees have registered any of the RELISTOR Marks (the “Trademark Countries”), free and clear of all claims, liens, encumbrances, options and licenses other than Wyeth’s obligation under the Termination Agreement to assign the RELISTOR Marks to Progenics or Salix, as Progenics’s designee, and (B) Wyeth or one of its Affiliates is the record owner of all the registrations and applications set forth on Schedule 9.2(m) for the RELISTOR Marks in the Trademark Countries, and all such registrations and applications are in full force and effect, are valid and enforceable, have not lapsed, expired or been forfeited, cancelled or abandoned, and all maintenance and renewal fees, as applicable, due as of the Effective Date in respect thereof have been timely paid. (iii) Except as set forth in Schedule 9.2(m), none of Progenics and its Affiliates and, to the Knowledge of Progenics, Wyeth and its Affiliates has granted any license or sublicense in, or waived any rights with respect to, any of the RELISTOR Marks. (iv) Except as set forth in Schedule 9.2(m), to the Knowledge of Progenics, no claims are pending or have been threatened to Progenics or any of its Affiliates or, to the Knowledge of Progenics, Wyeth or any of its Affiliates challenging the ownership, use, right to use, registrability, priority, scope, validity, or enforceability of any of the RELISTOR Marks in the Trademark Countries, and to the Knowledge of Progenics, there exist no facts or circumstances which could reasonably provide a basis for any such claim or assertion materially adversely affecting the ownership, use, continuing right to use, registrability, priority, scope, validity or enforceability of any of the RELISTOR Marks. (v) Except as set forth in Schedule 9.2(m), to the Knowledge of Progenics, there are no legal or governmental proceedings that relate to any of the RELISTOR Marks in the Trademark Countries. (vi) Except as set forth in Schedule 9.2(m), (A) to the Knowledge of Progenics, the RELISTOR Marks do not infringe, dilute, violate or otherwise conflict with the intellectual property rights of any other Person in the any Trademark Country, (B) none of Progenics or its Affiliates or, to the Knowledge of Progenics, Wyeth or its Affiliates has received any notice of any such claim or assertion violation or infringement, and (C) no proceedings or claims been instituted or asserted in writing against Progenics or its Affiliates or, to the Knowledge of Progenics, Wyeth or its Affiliates alleging any such infringement, dilution, violation or conflict and, to the Knowledge of Progenics, there exist no facts or circumstances which could reasonably provide a basis for any such claim or assertion. (vii) Except as set forth in Schedule 9.2(m), to the Knowledge of Progenics, none of the RELISTOR Marks is subject to any outstanding injunction, judgment, order, decree, ruling, charge, settlement or other disposition of any dispute. (viii) Except as set forth in Schedule 9.2(m), to the Knowledge of Progenics, no other Person is engaging in any activity that infringes, dilutes, violates or conflicts with Progenics’s or any of its Affiliates’ or Wyeth’s or any of its Affiliates’ intellectual property rights in the RELISTOR Marks in any Trademark Country.