The Trademarks. Upon the terms and conditions hereinafter set forth, the Licensor hereby grants a general license to the Licensee part of or all of its registered trademarks as defined in Appendix 1, and the Licensee hereby accepts the general license to use the trademarks as defined in Appendix 1, including all the trademarks, any part of the trademarks, and any design, character, symbol, and visual representation of the trademarks (collectively the "Trademarks"). The license hereunder is un-exclusive.
The Trademarks. Under the terms and conditions hereinafter set forth, the Licensor hereby grants to the Licensee and the Licensee accepts from the Licensor the license to use parts of or all parts of the trademarks listed in Exhibit 1, or any design, character, symbol and visible representation that presents any part of such trademarks (collectively the "Trademarks"), and the Licensee may deal its business with these Trademarks. Such license is non-monopolized, non-exclusive and non-transferable.
The Trademarks. Exhibit A to this Agreement is a schedule of all -------------- the Trademarks, their registrations owned or utilized by Seller, and pending applications therefor, or in which Seller has any rights or licenses worldwide, together with the current status and a brief description of each. All Trademarks, registrations and applications listed on Exhibit A to this Agreement are valid, enforceable and subsisting, and have not been abandoned or canceled and have not expired. Seller has full title and ownership in and rights to utilize all the Trademarks necessary for or used in its business as now or previously conducted without any infringement of the rights of others. Seller has not received any communications nor is it aware of any entity alleging that Seller has infringed upon or, by conducting its business as currently conducted, would infringe upon, nor is Seller aware that by conducting Seller's business Seller would infringe upon any intellectual property right of any other person or entity. Seller is not aware of any infringement of the Trademarks by third parties and Seller has used and uses its commercially reasonable best efforts to prevent any infringement of the Trademarks by third parties. None of the Trademarks is the subject of, or will be affected by, any existing action, proceeding, claim, demand or judgment to which Seller is a party or of which it is aware, the outcome of which could impair Buyer's ability to use the Trademarks in an unrestricted fashion. Except as set forth in Exhibit A and Schedule 6.3 and except as contemplated by Section 9.1 of this Agreement, Seller is not a party to any license, agreement or arrangement, whether as licensor, licensee, franchisor, franchisee or otherwise, with respect to the Trademarks or applications for them. Seller owns or holds adequate licenses or other rights to use all of the Trademarks necessary for its business as now conducted by Seller, and that use does not, and will not violate any rights of others. Seller has the power, right and authority to sell to Buyer all of the Trademarks and all such licenses or other rights.
The Trademarks. In connection with the Trademarks and without derogating from the provisions of Sections 20.1 .20.12, (it is hereby agreed that warranties herein with respect to the Trademarks shall only apply to such period in which the Trademarks or any portion thereof were owned by any member of the Seller’s Group) For purposes of clarification, to the extent that the records of the relevant Patent and Trademark Office indicated in 2006 that Contico International, Inc. is the owner of any of the Trademarks CCP has corrected such records to properly reflect that CCP is the owner of the Trademarks effective as of the date Contico International, Inc. assigned such Trademarks to Contico International, LLC, which thereafter changed its name to that of CCP:
The Trademarks. Registered Product Territory Class number Valid until ANAFRANIL UK 5 884607 2010 LIORESAL UK 5 853707 2008 RITALIN UK 5 669833 2007 TEGRETOL UK 5 831335 2007 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. Schedule 6 Part I - Collaboration Committee Cephalon Members Sales and Marketing Director - UK Finance Director - UK Medical Director - UK Novartis Members Marketing Manager -- CNS - UK Medical Manager -- CNS - UK Planning Executive -- Finance - UK Part II - Executive Committee Cephalon Members Senior VP and CFO Cephalon, Inc. Senior VP Pharmaceutical Operations Cephalon, Inc. Senior VP Business Development Cephalon, Inc. UK Country Manager Novartis Members CEO Country Sector Organisation UK Finance and Administration Director, UK Director Business Units -- CNS - UK Finance and Administration Manager - Basel **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. Schedule 7 [**] **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. Schedule 8 [**]
The Trademarks. Schedule 4.16 contains a list of all of the Trademarks that -------------- ------------- are registered trademarks. Except for certain of the Assumed Contracts (as indicated on Schedule 4.12(a)), Seller has not granted, licensed, ---------------- sublicensed, assigned, transferred or otherwise conveyed any right, title or interest in or to any of the Trademarks to any other person, and, to the knowledge of Seller and any Owner, no person or entity other than Seller has any right to use, license, sublicense or operate under any of the Trademarks. Schedule 4.16 also sets forth all registrations and ------------- applications for registration of the Trademarks, together with dates of registration and the expiration and renewal dates of such registrations. None of the Trademarks is subject to any pending or, to the knowledge of Seller and the Owners, threatened challenge or reversion, and the consummation of the transactions contemplated by this Agreement will not create any right of termination, cancellation or reversion with respect thereto anywhere in the world. Except as set forth on Schedule 4.16, to the ------------- knowledge of Seller and the Owners, there is not currently and has not been any infringement by others of any of the Trademarks. The use of the Trademarks by Seller does not infringe, and there has not been any other infringement by Seller of, any proprietary right, trademark, trade name or service mark of any other party nor has there been any allegation thereof to any Owner or Seller.
The Trademarks. Seller represents, warrants and agrees that it shall not use the Trademarks on any Product except the MARKON Branded Product to be delivered to MARKON designees and that the MARKON Branded Product will in no instance be sold, assigned, transferred or given to third parties or otherwise disposed of without advance written consent from MARKON. It is agreed and understood that no right, property, license, permission or interest of any kind or nature in or to the use of any trademark, trade name, label design, color combination, insignia or device owned or used by MARKON or specified by MARKON to Seller is or is intended to be given or transferred to or acquired by Seller or any third party by the execution, performance or nonperformance of this Agreement or any part thereof, except as expressly provided herein. It is agreed and understood further that MARKON has the full right and title or the right to use the Trademarks used in accordance with this Agreement and in connection with the Product, and Seller agrees not to contest or deny the validity of, or the right or title of MARKON in or to such Trademarks, and shall not encourage or assist others directly or indirectly to do so, during the lifetime of this Agreement or thereafter. It is agreed and understood that Seller shall not have the right to assign and transfer its obligations to package MARKON Branded Product without the prior written consent of MARKON. Seller agrees to maintain at all times hereunder a sixty day inventory of MARKON Branded cartons or printed labels to be used on packaging for the Product. In the event that MARKON elects to redesign its label, it shall provide a sixty-day written notice of such design change to Seller, such notice to include the new artwork as well as such other materials as Seller may reasonably require in order to implement the label change. It is understood and agreed that MARKON will NOT be held responsible or liable for any and all losses incurred by Seller in connection with such label changes and/or redesigns. MARKON shall not be responsible for Seller’s carton or label inventory in the event of a termination of the Agreement due to Seller’s default hereunder.
The Trademarks. Under the terms and conditions hereinafter set forth, the Licensor hereby grants a general license free of charge to the Licensee for the registered trademarks, as defined in Appendix 1, including all the trademarks, any part of the trademarks, and any design, character, symbol, and visual representation of the trademarks (collectively the "Trademarks"), and the Licensee hereby accepts the Trademarks. Notwithstanding the provisions aforesaid, the Licensee shall pay fees to the Licensor for its use of the Trademarks and the standards for such license fees shall be decided by both parties through negotiation, in the event that the shares held by Licensor's shareholder Tom.com Limited in TOM Online Inc (holding indirectly the shares of the Licensee) are less than 30%. If no agreement is reached by the Licensor and the Licensee under the above circumstances, the Licensee is entitled to continue to use the Trademarks free of charge in accordance with the provisions under the Agreement for one year from the date such shareholding falls below 30%.
The Trademarks. Under the terms and conditions hereinafter set forth, the Licensor hereby grants to the Licensee and the Licensee accepts from the Licensor, a non-exclusive and nontransferable license, without sublicense rights, to use parts of or all of the Trademarks listed in Exhibit 1, in the Licensee’s operations in the PRC. Amended and Restated Trademark License Agreement -1-