Common use of Trademark License Clause in Contracts

Trademark License. Subject to the terms and conditions of this Agreement, as of the Closing, Seller hereby grants to Purchaser and Purchaser accepts a worldwide, nontransferable, fully-paid and royalty-free right and license under any rights Adaptec may have in the Adaptec Marks, to reproduce and affix: (i) through the end-of-life of each Product, the Adaptec trademark "AIC" to units of the Products as embedded as of the Closing Date in the mask works for such Products; (ii) for one year after the Closing Date, the Adaptec trademark "AIC" in price lists, literature and advertising for the Products; and (iii) on a Product-by-Product basis, until the sale by Purchaser of all Inventory of such Product transferred to Purchaser on the Closing Date, the Adaptec trademarks "Adaptec" and the stylized "A" logo on the device packaging for the Products (such Adaptec trademarks collectively, the "ADAPTEC MARKS"). Purchaser agrees to cease using the Adaptec Marks upon the expiration of the licenses herein granted. Purchaser acknowledges and agrees that Seller owns and will continue to own all right, title and interest in and to the Adaptec Marks and in any and all goodwill therein and thereto, whether arising as a result of Purchaser's use of the Adaptec Marks or otherwise. Purchaser hereby assigns and, if and as Seller may request in the future, agrees to assign and affirm assignment to Seller of all such right, title and interest in the Adaptec Marks and related goodwill. If requested by Seller, Purchaser will cooperate with Seller in securing any trademark registrations and other indicia of ownership for which Purchaser's cooperation is required as a matter of applicable local law as a result of Purchaser's use of the Adaptec Marks. Purchaser agrees to use the Adaptec Marks in substantially the same manner of current use by Seller unless otherwise agreed by Seller in writing. Without limiting the preceding sentence, without the prior written consent of Seller (which consent shall not be unreasonably withheld), Purchaser agrees not to combine, alter or obscure the Adaptec Marks in any way or authorize any third party to do so.

Trademark License. Subject to the terms and conditions of this Agreement, as ACN hereby grants Seller a non-transferable, non-exclusive, limited license to use the ACN Marks in the format provided by ACN solely on Products and related documentation which are ordered by ACN pursuant to a Purchase Order solely in relation to performing its obligations under this Agreement. Seller will comply with conditions reasonably set forth in writing from time to time by ACN with respect to the style, appearance and manner of use of the Closing, ACN Marks. Any use of the ACN Marks not specifically provided for by such conditions shall be adopted by Seller only upon prior written approval by ACN. Seller hereby grants to Purchaser and Purchaser accepts a worldwide, nontransferable, fully-paid and royalty-free right and license under any rights Adaptec may have in the Adaptec Marks, to reproduce and affix: (i) through the end-of-life of each Product, the Adaptec trademark "AIC" to units acknowledges ACN's ownership of the Products as embedded as of the Closing Date in the mask works for such Products; (ii) for one year after the Closing Date, the Adaptec trademark "AIC" in price lists, literature and advertising for the Products; and (iii) on a Product-by-Product basis, until the sale by Purchaser of all Inventory of such Product transferred to Purchaser on the Closing Date, the Adaptec trademarks "Adaptec" and the stylized "A" logo on the device packaging for the Products (such Adaptec trademarks collectively, the "ADAPTEC MARKS"). Purchaser agrees to cease using the Adaptec ACN Marks upon the expiration of the licenses herein granted. Purchaser acknowledges and agrees that it will not contest such ownership. Seller owns and will continue to own all right, title and interest in and to the Adaptec Marks and in also agrees that any and all goodwill therein and thereto, whether arising as a result of Purchaser's rights that may be acquired by the use of the Adaptec ACN Marks or otherwiseby Seller shall inure to the sole benefit of ACN. Purchaser hereby assigns andACN agrees that to the extent Seller has manufactured Products bearing the ACN Marks in accordance with the terms and conditions of this Agreement, if such Products will not be generally sellable other than to ACN, and as Seller may request in the futureevent of any cancellation of a Purchase Order not authorized by this Agreement or a termination of this Agreement other than for Seller’s breach hereof, agrees to assign and affirm assignment to Seller of all such right, title and interest in the Adaptec Marks and related goodwill. If requested by Seller, Purchaser ACN will cooperate with Seller in securing any trademark registrations and other indicia of ownership be liable for which Purchaser's cooperation is required as a matter of applicable local law as a result of Purchaser's use payment of the Adaptec Marks. Purchaser agrees to use the Adaptec Marks full purchase price for such Products as well as any goods in substantially the same manner of current use process not being purchased by Seller unless otherwise agreed by Seller in writing. Without limiting the preceding sentence, without the prior written consent of Seller (which consent shall not be unreasonably withheld), Purchaser agrees not to combine, alter or obscure the Adaptec Marks in any way or authorize any third party to do soACN hereunder.

Trademark License. Subject to the terms and conditions of this Agreement(a) ENDOCARE grants CryoCath a non-transferable, as of the Closing, Seller hereby grants to Purchaser and Purchaser accepts a worldwide, nontransferable, fully-paid and royalty-free right and non-exclusive license under any rights Adaptec may have to use ENDOCARE's trademarks, service marks, icons or logos ("ENDOCARE Marks") provided to CryoCath by ENDOCARE, only in the Adaptec Marks, CryoCath Territories and only in connection with the obtaining of regulatory approval of the Systems and the marketing and promotion of Products to reproduce and affix: (i) through the end-of-life users. The trademark license granted to CryoCath herein is only sublicensable by CryoCath to distributors of the Systems. CryoCath shall submit to ENDOCARE in writing for its prior written approval, which approval may not be unreasonably withheld or delayed, one (1) sample of each ProductProduct brochure or other marketing material on which any ENDOCARE Mark is proposed to be used. ENDOCARE will provide CryoCxxx written notice of its approval or disapproval within fifteen (15) days after receiving such request; provided, however, that if ENDOCARE does not disapprove CryoCath's request within such fifteen (15) day period, the Adaptec trademark "AIC" proposed use shall be deemed approved. ENDOCARE reserves the right to units change, modify or replace any ENDOCARE Mark at any time, and CryoCath agrees to comply with sucx xxanges at its sole cost. Except for the permitted uses as described in Section 4.6, CryoCath will cease using any materials containing any ENDOCARE Mark immediately upon termination of the Products as embedded as of the Closing Date Agreement, or ax xxy time sooner, upon written request by ENDOCARE. CryoCath will not alter, modify or change any ENDOCARE Mark, or use it in the mask works for such Products; (ii) for one year after the Closing Date, the Adaptec trademark "AIC" in price lists, literature and advertising for the Products; and (iii) on a Product-by-Product basis, until the sale by Purchaser of all Inventory of such Product transferred to Purchaser on the Closing Date, the Adaptec trademarks "Adaptec" and the stylized "A" logo on the device packaging for the Products (such Adaptec trademarks collectively, the "ADAPTEC MARKS"). Purchaser agrees to cease using the Adaptec Marks upon the expiration of the licenses herein granted. Purchaser acknowledges and agrees that Seller owns and will continue to own all right, title and interest in and to the Adaptec Marks and in combination with any and all goodwill therein and thereto, whether arising as a result of Purchaser's use of the Adaptec Marks other words or otherwise. Purchaser hereby assigns and, if and as Seller may request in the future, agrees to assign and affirm assignment to Seller of all such right, title and interest in the Adaptec Marks and related goodwill. If requested by Seller, Purchaser will cooperate with Seller in securing any trademark registrations and other indicia of ownership for which Purchaser's cooperation is required as a matter of applicable local law as a result of Purchaser's use of the Adaptec Marks. Purchaser agrees to use the Adaptec Marks in substantially the same manner of current use by Seller unless otherwise agreed by Seller in writing. Without limiting the preceding sentencesxxxxls, without the prior written consent authorization of Seller (which consent ENDOCARE. CryoCath agrees that the presentation and image of ENDOCARE Marks will be uniform and consistent with respect to the Products associated with such ENDOCARE Marks. The use of ENDOCARE Marks by CryoCath shall not be unreasonably withheld), Purchaser inure to the sole benefit of ENDOCARE. CryoCath agrees not to combine, alter apply for registration of ENDOCARE Marks (or obscure any mark confusingly similar thereto) anywhere in the Adaptec Marks in any way or authorize any third party to do soworld.

Trademark License. Subject to the terms and conditions of this Agreement, as of the Closing, Seller hereby BCS grants to Purchaser and Purchaser accepts DGC a worldwidenon-exclusive, nontransferable, fullynon-paid and royalty-free transferable right and license under to use those BCS trademarks, service marks, and trade names * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. VOLUME PRICING AGREEMENT 2085 described in Exhibit I (herein "Trademarks") in DGC's marketing of MATERIAL, provided that such use is in accordance with BCS's then current guidelines for using the BCS Trademarks, as such guidelines may be amended from time to time. Without limiting the foregoing, such use must reference the Trademarks as being owned by BCS. Nothing in this Agreement grants DGC ownership or any rights Adaptec may in or to use the Trademarks, except in accordance with this Section. BCS will have in the Adaptec Marksexclusive right to own, to reproduce use, hold, apply for registration for, and affix: (i) through register the end-Trademarks during the term of-life of each Product, the Adaptec trademark "AIC" to units of the Products as embedded as of the Closing Date in the mask works for such Products; (ii) for one year and after the Closing Dateexpiration or termination of, the Adaptec this Agreement; provided, however, that nothing herein shall limit DGC's ability to use any component part of any Trademark if such component part is a word or term that is generic, descriptive or otherwise not under proprietary control of BCS. DGC will neither take nor authorize any activity inconsistent with such exclusive right. DGC will not use any Trademark as part of DGC's trade name, service mark, xx trademark "AIC" or other signifying mark, xx in price listsa manner that is confusingly similar; provided, literature and advertising for the Products; and (iii) on however, that nothing herein shall limit DGC's ability to use any component part of any Trademark if such component part is a Product-by-Product basisword or term that is generic, until the sale by Purchaser descriptive or otherwise not under proprietary control of all Inventory BCS or in which BCS holds no enforceable trademark rights. Upon request, but no less frequently than quarterly, DGC shall regularly submit specimens of such Product transferred to Purchaser on the Closing Date, the Adaptec trademarks "Adaptec" and the stylized "A" logo on the device packaging for the Products (such Adaptec trademarks collectively, the "ADAPTEC MARKS"). Purchaser agrees to cease using the Adaptec Marks upon the expiration of the licenses herein granted. Purchaser acknowledges and agrees that Seller owns and will continue to own all right, title and interest in and to the Adaptec Marks and in any and all goodwill therein and thereto, whether arising as a result of PurchaserDGC's use of the Adaptec Marks or otherwise. Purchaser hereby assigns andTrademarks to BCS, if in no event less than quarterly, and as Seller may request in the future, DGC agrees to assign and affirm assignment to Seller of all such right, title and interest in the Adaptec Marks and related goodwill. If immediately change or discontinue any improper Trademark use as requested by SellerBCS, Purchaser will cooperate with Seller in securing any trademark registrations and other indicia of ownership submit corrected specimens thereof for which Purchaser's cooperation is required as a matter of applicable local law as a result of Purchaser's use of the Adaptec Marks. Purchaser agrees to use the Adaptec Marks in substantially the same manner of current use review by Seller unless otherwise agreed by Seller in writing. Without limiting the preceding sentence, without the prior written consent of Seller (which consent shall not be unreasonably withheld), Purchaser agrees not to combine, alter or obscure the Adaptec Marks in any way or authorize any third party to do soBCS.

Trademark License. Subject During your participation in the Program, Sungevity grants you a nonexclusive, nontransferable, personal right to use the trademarks, logos and program marketing assets made available by Sungevity solely for purposes of carrying out Program activities pursuant to the terms and conditions of this AgreementAgreement (the “Trademarks”). Neither this Agreement nor any relationship you may have with Sungevity grants to you any right, title, or interest in the Trademarks other than the rights specifically granted in this Section. You shall not use the Trademarks, or any part thereof, as part of your name or identity nor use any name or xxxx confusingly similar to the ClosingTrademarks, Seller hereby grants to Purchaser and Purchaser accepts or otherwise utilize the Trademarks in a worldwide, nontransferable, fully-paid and royalty-free right and license under any rights Adaptec may have manner inconsistent with this Agreement. By participating in the Adaptec MarksProgram, you agree to reproduce and affixuse the Trademarks in accordance with Sungevity's Trademark guidelines as such may be provided by Sungevity from time to time (the “Guidelines”). In addition to complying with the Guidelines, you agree: (i) through not to alter or modify the end-of-life of each Product, the Adaptec trademark "AIC" to units of the Products as embedded as of the Closing Date Trademarks in the mask works for such Productsany way; (ii) for one year after that the Closing Date, the Adaptec trademark "AIC" in price lists, literature and advertising for the ProductsTrademarks will not be used as a design element of any other logo or trademark; and (iii) on a Product-by-Product basis, until the sale by Purchaser of all Inventory of such Product transferred not to Purchaser on the Closing Date, the Adaptec trademarks "Adaptec" and the stylized "A" logo on the device packaging for the Products (such Adaptec trademarks collectively, the "ADAPTEC MARKS"). Purchaser agrees to cease using the Adaptec Marks upon the expiration of the licenses herein granted. Purchaser acknowledges and agrees that Seller owns and will continue to own all right, title and interest in and to the Adaptec Marks and use Trademarks in any and all goodwill therein and thereto, whether arising as a result of Purchasermanner that might disparage or injure Sungevity's reputation; (iv) that use of the Adaptec Marks or otherwise. Purchaser hereby assigns and, if Trademarks will be truthful and as Seller may request in the future, agrees to assign and affirm assignment to Seller of all such right, title and interest in the Adaptec Marks and related goodwill. If requested by Seller, Purchaser will cooperate with Seller in securing any trademark registrations and other indicia of ownership for which Purchaser's cooperation is required as a matter of applicable local law as a result of Purchaser's use of the Adaptec Marks. Purchaser agrees not misleading; (v) not to use the Adaptec Marks Trademarks in substantially a manner which, in Sungevity's sole discretion, diminishes or otherwise damages Sungevity's goodwill in the same manner Trademarks. You shall use the following legend in any location on which Trademarks or other legal notices appear unless a different legend is required: “Trademark(s) are the trademarks or registered trademarks of current use by Seller unless otherwise agreed by Seller Sungevity and its subsidiaries located in writingthe United States and abroad”. Without limiting Sungevity reserves the preceding sentenceright to modify or terminate any rights arising out of or in connection with this Section, in whole or in part, without cause, at its sole discretion at any time. If you cease participation in the prior written consent Program or are terminated from the Program, you will immediately cease use of Seller (which consent shall not be unreasonably withheld)all Trademarks and any other marks or materials of, Purchaser agrees not to combineor provided by, alter or obscure the Adaptec Marks in any way or authorize any third party to do soSungevity.

Trademark License. Subject to the all terms and conditions of this Agreement, as of the Closing, Seller hereby grants to Purchaser and Purchaser accepts a limited, non-exclusive, non-transferable (except as set forth in Section 5.8 below), non-assignable (except as set forth in Section 5.8 below), worldwide, nontransferable, fully-paid and royalty-free free, fully paid-up license (without right and license to sublicense), under any rights Adaptec may have Marks owned by Seller and used in the Adaptec Marks, to reproduce and affix: (i) through the end-of-life of each Product, the Adaptec trademark "AIC" to units conduct of the Products as embedded Sale Business (the "Seller Marks"): with respect to any Inventory that exists as of the Closing Date in or is manufactured during the mask works for Transition Period that bears any of the Seller Marks, to sell such Products; Inventory until four (ii4) for one year years after the date hereof; with respect to any Mask for the Seller Products that incorporate any of the Seller Marks, to use such Masks in connection with the operation of the Sale Business; with respect to any end-user Documents for Seller Products transferred to Purchaser, to distribute such Documents that may display any Seller Marks in connection with the sale or offer for sale of any Seller Products until four (4) years after the date hereof, provided that such Documents bear a prominent notice on the front cover identifying Purchaser as the source of such Documents and stating that references to Seller in such Documents should be construed as references to Purchaser; and for ninety (90) days following the Closing, with respect to marketing activities only, to use Seller Marks on Purchaser's website solely to announce that the Seller Products formerly sold by Seller are now offered for sale by Purchaser. In order to preserve the inherent value of the Seller Marks, for so long as the license granted by Seller to Purchaser under this Section 2.4 remains in effect, Purchaser shall maintain a level of quality with respect to any Inventory that exists as of the Closing DateDate or is manufactured during the Transition Period that bears any of the Seller Marks equal to the level of quality of such Inventory as delivered by Seller to Purchaser. As between the parties, the Adaptec trademark "AIC" in price lists, literature parties acknowledge and advertising for the Products; and (iii) on a Product-by-Product basis, until the sale by Purchaser of all Inventory of such Product transferred to Purchaser on the Closing Date, the Adaptec trademarks "Adaptec" and the stylized "A" logo on the device packaging for the Products (such Adaptec trademarks collectively, the "ADAPTEC MARKS"). Purchaser agrees to cease using the Adaptec Marks upon the expiration of the licenses herein granted. Purchaser acknowledges and agrees agree that Seller owns and will continue to own all right, title and interest in and to the Adaptec Seller Marks and in any and all goodwill therein associated therewith, subject to the license granted by Seller to Purchaser under this Section 2.4. Purchaser acknowledges and thereto, whether arising as a result of Purchaser's agrees that all use of the Adaptec Seller Marks or otherwiseunder this Agreement shall inure to the benefit of Seller. Purchaser hereby assigns and, if acknowledges and as agrees that it is not authorized to apply the Seller may request in the future, agrees Marks to assign and affirm assignment to Seller of all such right, title and interest in the Adaptec Marks and related goodwill. If requested by Seller, Purchaser will cooperate with Seller in securing any trademark registrations and other indicia of ownership for which Purchaser's cooperation is required as a matter of applicable local law as a result of Purchaser's use products or product documentation that are not part of the Adaptec MarksTransferred Assets. Purchaser agrees to may not use the Adaptec any Seller Marks in substantially direct association with another xxxx such that the same two appear to be a single xxxx or in any other composite manner with any marks of current use by Seller unless otherwise agreed by Seller in writingPurchaser or any third party. Without limiting the preceding sentenceforegoing, without Purchaser's usage of the prior written consent of Seller (which consent Marks pursuant to this Agreement shall not be unreasonably withheld)in a manner consistent, Purchaser agrees not to combinein all material respects, alter or obscure the Adaptec Marks in any way or authorize any third party to do so.with Seller's trademark usage guidelines attached hereto as Exhibit B.

Trademark License. Subject to the terms and conditions of this Agreement, as of the Closing, Seller hereby Licensor grants to Purchaser Licensee the right to use Licensor’s Xxxx solely in connection with marketing and Purchaser accepts a worldwide, nontransferable, fully-paid and royalty-free right and license under any rights Adaptec may have selling Licensed Product in the Adaptec Marks, to reproduce and affix: (i) through the end-of-life of each Product, the Adaptec trademark "AIC" to units of the Products as embedded as of the Closing Date Territory for use in the mask works for such Products; (ii) for one year after Field. Licensee hereby acknowledges the Closing Date, the Adaptec trademark "AIC" in price lists, literature validity of Licensor’s Xxxx and advertising for the Products; and (iii) on a Product-by-Product basis, until the sale by Purchaser of all Inventory of such Product transferred to Purchaser on the Closing Date, the Adaptec trademarks "Adaptec" and the stylized "A" logo on the device packaging for the Products (such Adaptec trademarks collectively, the "ADAPTEC MARKS"). Purchaser agrees to cease using the Adaptec Marks upon the expiration of the licenses herein granted. Purchaser acknowledges and agrees that Seller owns and will continue to own all Licensor’s exclusive right, title and interest in and to the Adaptec Marks Licensor’s Xxxx. Licensee shall not, during the term of this Agreement, or thereafter, (i) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to Licensor’s Xxxx, (ii) use, register or attempt to register any xxxx that is identical to, or confusingly similar to Licensor’s Xxxx, or (iii) continue any use or action in relation to or in connection with Licensor’s Xxxx or this Agreement if objected to by Licensor. Notwithstanding the foregoing, the above restrictions shall not prevent Licensee from registering and in any and all goodwill therein and thereto, whether arising as a result of Purchaser's use of the Adaptec Marks or otherwise. Purchaser hereby assigns and, if and as Seller may request in the future, agrees to assign and affirm assignment to Seller of all such right, title and interest in the Adaptec Marks and related goodwill. If requested by Seller, Purchaser will cooperate with Seller in securing any using its own trademark registrations and other indicia of ownership for (“Licensee’s Xxxx”) which Purchaser's cooperation is required as a matter of applicable local law as a result of Purchaser's use of the Adaptec Marks. Purchaser agrees to use the Adaptec Marks in substantially the same manner of current use by Seller unless otherwise agreed by Seller in writing. Without limiting the preceding sentence, without the prior written consent of Seller (which consent shall not be unreasonably withheld)identical to, Purchaser agrees or confusingly similar to Licensor’s Xxxx) to market the Licensed Product. Licensee is also free to brand L-Glutamine and L-Glutamine containing compounds for medications other than for use in the Field. .Licensor must pre-approve all uses of Licensor’s Xxxx in connection with Licensee Promotional Materials, in the manner set forth in Section 3.07 of this Agreement. So that the value of the goodwill and reputation associated with Licensor’s Xxxx will not be diminished, Licensee shall have the right to combine, alter or obscure ensure that all goods and services provided in connection with Licensor’s Xxxx shall be of a uniform high quality. Licensor shall have the Adaptec Marks in any way or authorize any third party right to do soinspect and test the products provided by Licensee to monitor for Licensee’s adherence to the obligations of this Section 3.01.

Trademark License. Subject to the terms and conditions of this Agreement, as of Effective upon the Closing, Seller the Sellers and the Sellers' affiliates hereby grants grant to Purchaser the Company, its Subsidiaries and Purchaser accepts the Buyers a worldwidenonexclusive, nontransferable, fully-paid and royalty-royalty free right and license under any rights Adaptec may have to use, solely in the Adaptec MarksCompany's and its Subsidiaries' businesses as presently conducted or as contemplated to be conducted in connection with the Expansion Projects, any and all trademarks, service marks, and trade names owned by the Sellers and the Sellers' affiliates solely to reproduce and affix: (i) through the end-of-life of each Product, the Adaptec trademark "AIC" to units extent appearing on existing inventory of the Products Company and its Subsidiaries (such as embedded on marketing and other materials), advertisements, or property (such as on vehicles, equipment, pipelines and signs) (collectively "Sellers' Marks"), without right to sublicense, for a period of one year from the Closing Date in the mask works for such Products; (ii) for one year after the Closing Date, the Adaptec trademark "AIC" in price lists, literature and advertising for the Products; and (iii) on a Product-by-Product basis, until the sale by Purchaser of all Inventory of such Product transferred to Purchaser on the Closing Date, the Adaptec trademarks "Adaptec" and the stylized "A" logo on the device packaging for the Products (such Adaptec trademarks collectively, the "ADAPTEC MARKSLicense Period"). Purchaser agrees to cease The Buyers and the Company may use such existing inventory, advertising and property during the License Period. The Buyers and the Company shall not create new inventory, advertising and property using the Adaptec Sellers' Marks, and shall otherwise use commercially reasonable efforts to replace or remove the Sellers' Marks upon on inventory, advertising and property, provided that, all such use shall cease no later than the expiration end of the licenses herein grantedLicense Period. Purchaser acknowledges The nature and agrees that Seller owns quality of all uses of the Sellers' Marks made by the Buyer, the Company and will continue to own all right, title and interest in and its Subsidiaries shall conform to the Adaptec Sellers' existing quality standards; provided, that, the way in which the Sellers' Marks are currently used is hereby deemed to meet such quality standards. Immediately upon termination of the License Period, the Buyers, the Company and in any its Subsidiaries shall cease and desist from all goodwill therein and thereto, whether arising as a result of Purchaser's further use of the Adaptec Marks or otherwise. Purchaser hereby assigns and, if and as Seller may request in the future, agrees to assign and affirm assignment to Seller of all such right, title and interest in the Adaptec Sellers' Marks and will adopt new trademarks, service marks, and trade names related goodwillthereto which are not confusingly similar to Sellers' Marks. If requested by Seller, Purchaser will cooperate All rights not expressly granted in this Section 4.21 with Seller in securing any trademark registrations and other indicia of ownership for which Purchaser's cooperation is required as a matter of applicable local law as a result of Purchaser's use respect to the Sellers' Marks are hereby reserved. Any inadvertent failure of the Adaptec Marks. Purchaser agrees Buyers to use the Adaptec Marks in substantially the same manner of current use by Seller unless otherwise agreed by Seller in writing. Without limiting the preceding sentence, without the prior written consent of Seller (which consent comply with their obligations under this provision shall not be unreasonably withheld)a breach of this Agreement unless the Buyers fail to use commercially reasonable efforts to promptly remedy such failure after receipt of written notice from the Sellers or to remedy such failure within 30 days of such notice, Purchaser agrees not in which case the Sellers may terminate this trademark license upon Written notice to combine, alter or obscure the Adaptec Marks in any way or authorize any third party to do soBuyers and the Company.

Trademark License. Subject to the terms and conditions of this Agreement, as of the Closing, Seller 7.1 VGS hereby grants to Purchaser Americold (and Purchaser accepts a worldwide, nontransferable, fully-paid its Subsidiaries) the sole and exclusive royalty-free free, fully paid up right and license under (with rights to sublicense) to use in any rights Adaptec may have manner the Versacold Marks anywhere in the Adaptec MarksTerritory in connection with the Designated Business. For purposes of clarity, VGS agrees not to reproduce and affix: (i) through use or permit others to use, directly or indirectly, in any manner the end-of-life of each Product, the Adaptec trademark "AIC" to units of the Products as embedded as of the Closing Date Versacold Marks anywhere in the mask works for such Products; (ii) for one year after Territory. Such right and license shall continue during the Closing Date, the Adaptec trademark "AIC" in price lists, literature and advertising for the Products; and (iii) Term but shall be subject to earlier termination on a Productcountry-by-Product basiscountry basis in the event that neither Americold nor any of its Subsidiaries has used in any manner (and has not had a bona fide intent to use in any manner) the Versacold Marks in such country for any consecutive period of 24 months or more. Once such license in terminated in any specific country in accordance with the foregoing sentence, until the sale by Purchaser of all Inventory of such Product transferred it shall not be reinstated except with VGS’s prior written consent, not to Purchaser on the Closing Date, the Adaptec trademarks "Adaptec" and the stylized "A" logo on the device packaging for the Products (such Adaptec trademarks collectively, the "ADAPTEC MARKS")be unreasonably withheld. Purchaser agrees to cease using the Adaptec Marks upon the expiration of the licenses herein granted. Purchaser acknowledges and agrees that Seller owns and will continue to own all right, title and interest All goodwill in and to the Adaptec Versacold Marks shall belong to and inure to the benefit of VGS. Americold acknowledges that VGS is the owner of the Versacold Marks and in that it retains all ownership rights thereon. VGS represents and warrants to Americold that it has full right to enter into this Agreement and grant the rights and benefits granted to Americold and its Subsidiaries hereunder, without violating, breaching or conflicting with the rights or interests of any and all goodwill therein and thereto, whether arising as a result of Purchaser's use other person or entity. During the term of the Adaptec license, VGS shall maintain and protect the Versacold Marks or otherwisein a manner consistent with VGS’s past practice, but in no event in a manner less than the greater of reasonable care and the manner in which VGS maintains and protects its trademark/service xxxx portfolio. Purchaser hereby assigns and, if Americold shall use and as Seller may request in the future, agrees to assign and affirm assignment to Seller of all such right, title and interest in the Adaptec Marks and related goodwill. If requested by Seller, Purchaser will cooperate with Seller in securing any trademark registrations and other indicia of ownership for which Purchaser's cooperation is required as a matter of applicable local law as a result of Purchaser's use of the Adaptec Marks. Purchaser agrees require its Subsidiaries to use the Adaptec Versacold Marks in substantially the same a manner of current use by Seller unless otherwise agreed by Seller quality consistent with the quality of goods and services currently associated with the Versacold Marks. Americold shall reasonably cooperate and cause its Subsidiaries to reasonably cooperate with VGS in writing. Without limiting order to maintain the preceding sentence, without requisite level of quality control necessary for VGS to maintain its rights in and to the prior written consent of Seller (which consent shall not be unreasonably withheld), Purchaser agrees not to combine, alter or obscure the Adaptec Marks in any way or authorize any third party to do soVersacold Marks.

Trademark License. Subject You acknowledge that our rights to use "GE" and the GE monogram logo (“GE Licensed Marks”) are governed by the terms and conditions set forth in a trademark license agreement (“TLA”) between us and the General Electric Company (“GEC”) and subject to the limitations thereof. You also acknowledge that our right and ownership of the “GE Current, a Daintree Company” trade name and the goodwill associated therewith. You agree that you will not in any manner use such words, logos, trade names or any other of our or GEC's trademarks, or any imitation or variant thereof, including the use of such as a part of your trade name, company or firm name, nor will you grant such use to any subsidiary or affiliate or to customers of, or dealers appointed by, you. You agree to comply at all times with the rules and regulations furnished to you by us with respect to the use of such trade names and trademarks. You shall express and identify properly your non-exclusive "Authorized Distributor" relationship with us for the Product(s). You shall not publish, cause to be published, encourage or approve any advertising or practice which might mislead or deceive the public or might be detrimental to the good name, trademarks, good will or reputation of us or our products. You agree to discontinue any advertising or practice deemed by us to have such effect. You further agree to furnish to us for approval a copy of your advertising materials that incorporate any of the GE Licensed Marks or our trademarks and trade names prior to your first use of such materials. If we request changes to previously approved materials, you shall promptly make such changes and shall be allowed to continue to distribute such materials then existing in inventory for no longer than three (3) months. Upon the termination of this Agreement, you shall discontinue all use of trademarks and trade names of ours, and shall not thereafter use any name, title or expression in connection with any business in which you may thereafter be engaged which, in our sole judgment, so nearly resembles any trademark or trade name or part thereof, owned by us, as may be likely to lead to confusion or uncertainty on the part of the Closing, Seller hereby grants public. You agree that GEC shall be a third-party beneficiary of our right to Purchaser and Purchaser accepts a worldwide, nontransferable, fully-paid and royalty-free right and license under enforce any rights Adaptec may have in the Adaptec Marks, to reproduce and affix: (i) through the end-of-life of each Product, the Adaptec trademark "AIC" to units of the Products as embedded as of the Closing Date in the mask works for such Products; (ii) for one year after the Closing Date, the Adaptec trademark "AIC" in price lists, literature and advertising for the Products; and (iii) on a Product-by-Product basis, until the sale by Purchaser of all Inventory of such Product transferred to Purchaser on the Closing Date, the Adaptec trademarks "Adaptec" and the stylized "A" logo on the device packaging for the Products (such Adaptec trademarks collectively, the "ADAPTEC MARKS"). Purchaser agrees to cease using the Adaptec Marks upon the expiration of the licenses herein granted. Purchaser acknowledges and agrees that Seller owns and will continue to own all right, title and interest in and restriction with respect to the Adaptec Marks and in any and all goodwill therein and thereto, whether arising as a result of Purchaser's use of the Adaptec Marks or otherwise. Purchaser hereby assigns and, if and as Seller may request in the future, agrees to assign and affirm assignment to Seller of all such right, title and interest in the Adaptec Marks and related goodwill. If requested by Seller, Purchaser will cooperate with Seller in securing any trademark registrations and other indicia of ownership for which Purchaser's cooperation is required as a matter of applicable local law as a result of Purchaser's use of the Adaptec Licensed Marks. Purchaser agrees GEC shall have the right to use the Adaptec Marks in substantially the same manner of current use by Seller unless otherwise agreed by Seller in writing. Without limiting the preceding sentence, without the prior written consent of Seller (which consent shall not be unreasonably withheld), Purchaser agrees not directly enforce such rights against you and to combine, alter or obscure the Adaptec Marks in any way or authorize any third party perform its own audits and inspections to do sodetermine compliance.

Trademark License. Subject Tralliance hereby grants to Assignee a royalty-free, perpetual, non-exclusive and, to the extent provided Section 5.5 below, transferable license (the “License”) to use the .travel logo in the form attached hereto as Exhibit A (the “Xxxx”) solely in connection with the Acquired Assets and subject to the terms and conditions of set forth in this Agreement, as of the Closing, Seller hereby grants to Purchaser and Purchaser accepts a worldwide, nontransferable, fully-paid and royalty-free right and license under any rights Adaptec may have in the Adaptec Marks, to reproduce and affix: Article V. Assignee acknowledges that (i) through the end-of-life of each Product, the Adaptec trademark "AIC" to units of the Products as embedded as of the Closing Date in the mask works for such Products; (ii) for one year after the Closing Date, the Adaptec trademark "AIC" in price lists, literature Tralliance has sole and advertising for the Products; and (iii) on a Product-by-Product basis, until the sale by Purchaser of all Inventory of such Product transferred to Purchaser on the Closing Date, the Adaptec trademarks "Adaptec" and the stylized "A" logo on the device packaging for the Products (such Adaptec trademarks collectively, the "ADAPTEC MARKS"). Purchaser agrees to cease using the Adaptec Marks upon the expiration of the licenses herein granted. Purchaser acknowledges and agrees that Seller owns and will continue to own all exclusive right, title and interest in and to the Adaptec Marks Xxxx and in any registration issued thereon, (ii) Tralliance shall retain such sole and all goodwill therein and thereto, whether arising as a result of Purchaser's use of the Adaptec Marks or otherwise. Purchaser hereby assigns and, if and as Seller may request in the future, agrees to assign and affirm assignment to Seller of all such exclusive right, title and interest in and to the Adaptec Marks Xxxx and related goodwill. If requested by Sellerany registration issued thereon, Purchaser will cooperate with Seller in securing (iii) the Xxxx is valid, and (iv) Assignee shall not at any trademark registrations and other indicia of ownership for which Purchaser's cooperation is required as a matter of applicable local law as a result of Purchaser's use time challenge or contest the validity of the Adaptec MarksXxxx or the ownership, title or registration of Tralliance in and to the Xxxx. Purchaser agrees Tralliance reserves the right to license the Xxxx, and any other trademark, service marks or any other proprietary marks of Tralliance to any other persons at any time in Tralliance’s sole discretion provided that Tralliance shall not be permitted to license or use the Xxxx together with the words “xxxxxx.xxxxxx” or any variation thereof. The License granted hereunder shall in no way be construed as granting to Assignee the right to use the Adaptec Marks in substantially the same manner of current use by Seller unless otherwise agreed by Seller in writing. Without limiting the preceding sentence, without the prior written consent of Seller (which consent shall not be unreasonably withheld), Purchaser agrees not to combine, alter or obscure the Adaptec Marks Xxxx in any way manner not related to or authorize connected with the Acquired Assets, nor shall it be construed as reflecting Tralliance’s abandonment or intent to abandon any third party of its rights of possession or property in the Xxxx. Assignee shall, at the expense of Tralliance, enter into such agreements with Tralliance and shall execute such documents and carry out such actions as Tralliance may reasonably deem necessary or advisable to do soprotect Tralliance’s rights in and to the Xxxx.

Trademark License. Subject to Client's performance of all the terms and conditions provisions of this Agreement, as of the Closing, Seller AVID Center hereby grants to Purchaser and Purchaser accepts Client during the Term a worldwidenon-exclusive, nontransferablenon-transferable, fully-paid and royalty-free indivisible license, without the right and license under any rights Adaptec may have to sublicense, to use the AVID trademarks (collectively “AVID Trademarks”), (a) only as they are incorporated in the Adaptec MarksAVID Materials, and (b) only on advertising flyers and written promotional materials created by Client or the AVID Member Sites listed in Quote(s) in order to reproduce promote and affix: (i) through implement AVID at those AVID Member Sites. Client agrees that it will use its best efforts to use the end-of-life of each Product, AVID Trademarks in a professional manner in order to preserve and enhance AVID Center's substantial goodwill associated with the Adaptec trademark "AIC" to units AVID Trademarks. Client agrees that it or its AVID Member Sites will not use any of the Products AVID Trademarks as embedded a corporate or business entity name, as of a fictitious business name or as a trade name, and will not use any name in such capacity that is confusingly similar to the Closing Date in the mask works for such Products; (ii) for one year after the Closing Date, the Adaptec trademark "AIC" in price lists, literature and advertising for the Products; and (iii) on a Product-by-Product basis, until the sale by Purchaser of all Inventory of such Product transferred to Purchaser on the Closing Date, the Adaptec trademarks "Adaptec" and the stylized "A" logo on the device packaging for the Products (such Adaptec trademarks collectively, the "ADAPTEC MARKS")AVID Trademarks. Purchaser agrees to cease using the Adaptec Marks upon the expiration of the licenses herein granted. Purchaser Client further acknowledges and agrees that Seller owns it and will continue to own all right, title and interest its AVID Member Sites cannot modify or otherwise alter any of the AVID Trademarks or use any other designs or logos in and to the Adaptec Marks and in any and all goodwill therein and thereto, whether arising as a result of Purchaser's conjunction with its use of the Adaptec Marks AVID Trademarks. Client cannot use the AVID Trademarks for any educational or otherwiseother program other than to implement AVID at the Member Sites listed in Quote(s) consistent with the above license. Purchaser hereby assigns and, if Client and its AVID Member Sites will always use the proprietary symbol ® immediately adjacent to the respective AVID Trademarks as Seller may request in the future, agrees noted above with respect to assign and affirm assignment to Seller of all such right, title and interest in the Adaptec Marks and related goodwill. If requested by Seller, Purchaser will cooperate with Seller in securing any trademark registrations and other indicia of ownership for which Purchaser's cooperation is required as a matter of applicable local law as a result of Purchaser's their use of the Adaptec MarksAVID Trademarks. Purchaser agrees If Client or its Member Sites desire to use or place the Adaptec Marks AVID Trademarks on any products, things, or other merchandising items in substantially order to promote AVID, it must first seek and obtain permission from AVID Center by completing AVID Center's Request to Use AVID Center Trademark Form and complying with any of AVID Center's conditions for approval. Any such additional uses of the same manner AVID Trademarks approved by AVID Center shall also be subject to the terms of current use by Seller unless otherwise agreed by Seller in writing. Without limiting this license and the preceding sentence, without the prior written consent other provisions of Seller (which consent shall not be unreasonably withheld), Purchaser agrees not to combine, alter or obscure the Adaptec Marks in any way or authorize any third party to do sothis Article III.

Trademark License. Subject to the terms and conditions of this Agreement, as of the Closing, Seller hereby BCS grants to Purchaser and Purchaser accepts DGC a worldwidenon-exclusive, nontransferable, fullynon-paid and royalty-free transferable right and license under to use those BCS trademarks, service marks, and trade names * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. VOLUME PRICING AGREEMENT 2085 described in Exhibit I (herein "Trademarks") in DGC's marketing of MATERIAL, provided that such use is in accordance with BCS's then current guidelines for using the BCS Trademarks, as such guidelines may be amended from time to time. Without limiting the foregoing, such use must reference the Trademarks as being owned by BCS. Nothing in this Agreement grants DGC ownership or any rights Adaptec may in or to use the Trademarks, except in accordance with this Section. BCS will have in the Adaptec Marksexclusive right to own, to reproduce use, hold, apply for registration for, and affix: (i) through register the end-Trademarks during the term of-life of each Product, the Adaptec trademark "AIC" to units of the Products as embedded as of the Closing Date in the mask works for such Products; (ii) for one year and after the Closing Dateexpiration or termination of, the Adaptec this Agreement; provided, however, that nothing herein shall limit DGC's ability to use any component part of any Trademark if such component part is a word or term that is generic, descriptive or otherwise not under proprietary control of BCS. DGC will neither take nor authorize any activity inconsistent with such exclusive right. DGC will not use any Trademark as part of DGC's trade name, service xxxx, or trademark "AIC" or other signifying xxxx, or in price listsa manner that is confusingly similar; provided, literature and advertising for the Products; and (iii) on however, that nothing herein shall limit DGC's ability to use any component part of any Trademark if such component part is a Product-by-Product basisword or term that is generic, until the sale by Purchaser descriptive or otherwise not under proprietary control of all Inventory BCS or in which BCS holds no enforceable trademark rights. Upon request, but no less frequently than quarterly, DGC shall regularly submit specimens of such Product transferred to Purchaser on the Closing Date, the Adaptec trademarks "Adaptec" and the stylized "A" logo on the device packaging for the Products (such Adaptec trademarks collectively, the "ADAPTEC MARKS"). Purchaser agrees to cease using the Adaptec Marks upon the expiration of the licenses herein granted. Purchaser acknowledges and agrees that Seller owns and will continue to own all right, title and interest in and to the Adaptec Marks and in any and all goodwill therein and thereto, whether arising as a result of PurchaserDGC's use of the Adaptec Marks or otherwise. Purchaser hereby assigns andTrademarks to BCS, if in no event less than quarterly, and as Seller may request in the future, DGC agrees to assign and affirm assignment to Seller of all such right, title and interest in the Adaptec Marks and related goodwill. If immediately change or discontinue any improper Trademark use as requested by SellerBCS, Purchaser will cooperate with Seller in securing any trademark registrations and other indicia of ownership submit corrected specimens thereof for which Purchaser's cooperation is required as a matter of applicable local law as a result of Purchaser's use of the Adaptec Marks. Purchaser agrees to use the Adaptec Marks in substantially the same manner of current use review by Seller unless otherwise agreed by Seller in writing. Without limiting the preceding sentence, without the prior written consent of Seller (which consent shall not be unreasonably withheld), Purchaser agrees not to combine, alter or obscure the Adaptec Marks in any way or authorize any third party to do soBCS.

Trademark License. Subject to the terms and conditions of this Agreement, as of Effective upon the Closing, Seller the Sellers and the Sellers' affiliates hereby grants grant to Purchaser the Company, its Subsidiaries and Purchaser accepts the Buyers a worldwidenonexclusive, nontransferable, fully-paid and royalty-royalty free right and license under any rights Adaptec may have to use, solely in the Adaptec MarksCompany's and its Subsidiaries' businesses as presently conducted or as contemplated to be conducted in connection with the Expansion Projects, any and all trademarks, service marks, and trade names owned by the Sellers and the Sellers' affiliates solely to reproduce and affix: (i) through the end-of-life of each Product, the Adaptec trademark "AIC" to units extent appearing on existing inventory of the Products Company and its Subsidiaries (such as embedded on marketing and other materials), advertisements, or property (such as on vehicles, equipment, pipelines and signs) (collectively "Sellers' Marks"), without right to sublicense, for a period of one year from the Closing Date in the mask works for such Products; (ii) for one year after the Closing Date, the Adaptec trademark "AIC" in price lists, literature and advertising for the Products; and (iii) on a Product-by-Product basis, until the sale by Purchaser of all Inventory of such Product transferred to Purchaser on the Closing Date, the Adaptec trademarks "Adaptec" and the stylized "A" logo on the device packaging for the Products (such Adaptec trademarks collectively, the "ADAPTEC MARKSLicense Period"). Purchaser agrees to cease The Buyers and the Company may use such existing inventory, advertising and property during the License Period. The Buyers and the Company shall not create new inventory, advertising and property using the Adaptec Sellers' Marks, and shall otherwise use commercially reasonable efforts to replace or remove the Sellers' Marks upon on inventory, advertising and property, provided that, all such use shall cease no later than the expiration end of the licenses herein grantedLicense Period. Purchaser acknowledges The nature and agrees that Seller owns quality of all uses of the Sellers' Marks made by the Buyer, the Company and will continue to own all right, title and interest in and its Subsidiaries shall conform to the Adaptec Sellers' existing quality standards; provided, that, the way in which the Sellers' Marks are currently used is hereby deemed to meet such quality standards. Immediately upon termination of the License Period, the Buyers, the Company and in any its Subsidiaries shall cease and desist from all goodwill therein and thereto, whether arising as a result of Purchaser's further use of the Adaptec Marks or otherwise. Purchaser hereby assigns and, if and as Seller may request in the future, agrees to assign and affirm assignment to Seller of all such right, title and interest in the Adaptec Sellers' Marks and will adopt new trademarks, service marks, and trade names related goodwillthereto which are not confusingly similar to Sellers' Marks. If requested by Seller, Purchaser will cooperate All rights not expressly granted in this Section 4.21 with Seller in securing any trademark registrations and other indicia of ownership for which Purchaser's cooperation is required as a matter of applicable local law as a result of Purchaser's use respect to the Sellers' Marks are hereby reserved. Any inadvertent failure of the Adaptec Marks. Purchaser agrees Buyers to use the Adaptec Marks in substantially the same manner of current use by Seller unless otherwise agreed by Seller in writing. Without limiting the preceding sentence, without the prior written consent of Seller (which consent comply with their obligations under this provision shall not be unreasonably withheld)a breach of this Agreement unless the Buyers fail to use commercially reasonable efforts to promptly remedy such failure after receipt of written notice from the Sellers or to remedy such failure within 30 days of such notice, Purchaser agrees not in which case the Sellers may terminate this trademark license upon written notice to combine, alter or obscure the Adaptec Marks in any way or authorize any third party to do soBuyers and the Company.

Trademark License. Subject to During the terms and conditions of this AgreementTerm, as of the Closing, Seller hereby Genetronics grants to Purchaser and Purchaser accepts Merck a worldwidenon-exclusive, nontransferablesublicensable, fully-paid and royalty-free right and license under any rights Adaptec may have in the Adaptec MarksField in the Territory to use such trademarks and/or trade names Controlled by Genetronics, to reproduce the extent that such trademarks and/or trade names relate to Genetronics Technology, solely in connection with the use, sale, offer to sell and/or import of Merck Product. The Parties agree to execute an appropriate trademark license for the use by Merck, its Affiliates and/or their sublicensee(s) of one or more Genetronics trademarks and/or trade names in furtherance of and affix: (iconformity with this Section 3.2, as requested by Merck. Merck, its Affiliates and their respective sublicensees shall have no obligation to use any Genetronics trademark and/or trade name. Except as may be limited by the foregoing, Merck, its Affiliates and their respective sublicensees may develop one or more trademarks and/or trade names for use in connection with Merck Product and all rights to such trademark(s) through and/or trade name(s) are retained by Merck, its Affiliates and their respective sublicensees. Such license shall become perpetual upon the end-of-life Expiration of each Product, the Adaptec trademark "AIC" this Agreement pursuant to units Section 9.1 or upon termination of the Products as embedded as Agreement by Merck pursuant to Section 9.3.1(a) or (b) but shall terminate if this Agreement should terminate for any other reason. Upon the written request of Genetronics, Merck shall inform Genetronics whether it is utilizing such trademarks and/or trade names Controlled by Genetronics in connection with the Closing Date in the mask works for such Products; (ii) for one year after the Closing Dateuse, the Adaptec trademark "AIC" in price listssale, literature and advertising for the Products; and (iii) on a Product-by-Product basis, until the sale by Purchaser offer to sell and/or import of all Inventory of such Product transferred to Purchaser on the Closing Date, the Adaptec trademarks "Adaptec" and the stylized "A" logo on the device packaging for the Products (such Adaptec trademarks collectively, the "ADAPTEC MARKS"Merck Product(s). Purchaser agrees If Merck commences utilizing such trademarks and/or trade names, Merck shall with reasonable promptness thereafter inform Genetronics if Merck ceases to cease using utilize such trademarks and/or trade names in connection with the Adaptec Marks upon the expiration use, sale, offer to sell and/or import of the licenses herein granted. Purchaser acknowledges and agrees that Seller owns and will continue to own all right, title and interest in and to the Adaptec Marks and in any and all goodwill therein and thereto, whether arising as a result of Purchaser's use of the Adaptec Marks or otherwise. Purchaser hereby assigns and, if and as Seller may request in the future, agrees to assign and affirm assignment to Seller of all such right, title and interest in the Adaptec Marks and related goodwill. If requested by Seller, Purchaser will cooperate with Seller in securing any trademark registrations and other indicia of ownership for which Purchaser's cooperation is required as a matter of applicable local law as a result of Purchaser's use of the Adaptec Marks. Purchaser agrees to use the Adaptec Marks in substantially the same manner of current use by Seller unless otherwise agreed by Seller in writing. Without limiting the preceding sentence, without the prior written consent of Seller (which consent shall not be unreasonably withheldMerck Product(s), Purchaser agrees not to combine, alter or obscure the Adaptec Marks in any way or authorize any third party to do so.

Trademark License. Subject Seller recognizes the need to allow Buyer, during the pendency of the transfer of Xxxxx Products registrations contemplated by this Agreement, to use certain trademarks of Seller as are currently included on labels of Xxxxx Products, including: BOEHRINGER INGELHEIM, BOEHRINGER INGELHEIM VETMEDICA, INC. and related trademark designs ("BI Trademarks"). Seller hereby grants to Buyer, subject to and in compliance with all other terms and conditions of this Agreement, as a non-exclusive license to use the BI Trademarks for a period of one year following the Closing, Seller hereby grants to Purchaser and Purchaser accepts a worldwide, nontransferable, fully-paid and royalty-free right and license under any rights Adaptec may have Closing solely in the Adaptec Marks, to reproduce and affix: connection with (i) through printing labels that conform to the end-of-life of each ProductEPA registrations for Xxxxx Products, the Adaptec trademark "AIC" to units of the Products as embedded as of the Closing Date in the mask works for such Products; and (ii) affixing such labels to Xxxxx Products that conform to the EPA registrations therefor. Upon reasonable request of Buyer, Seller will extend the term of the license granted under this Section 7.9 in up to two successive six-month increments with respect to Xxxxx Products for one year after which the Closing Date, EPA has not transferred registration at the Adaptec trademark "AIC" in price lists, literature and advertising for the Products; and (iii) on a Product-by-Product basis, until the sale by Purchaser of all Inventory time of such Product transferred to Purchaser on the Closing Date, the Adaptec trademarks "Adaptec" and the stylized "A" logo on the device packaging for the Products (such Adaptec trademarks collectively, the "ADAPTEC MARKS")request. Purchaser Buyer agrees to cease using the Adaptec Marks upon the expiration that it will do nothing inconsistent with Seller's ownership of the licenses herein granted. Purchaser acknowledges BI Trademarks, and agrees that Seller owns and will continue to own all right, title and interest in and to use of the Adaptec Marks and in any BI Trademarks and all goodwill therein developed therefrom shall inure to the benefit of and thereto, whether arising as a result be on behalf of Purchaser's use of the Adaptec Marks or otherwiseSeller. Purchaser hereby assigns and, if and as Seller may request Buyer agrees that nothing in the future, agrees to assign and affirm assignment to Seller of all such this clause shall give Buyer any right, title and title, or interest in the Adaptec Marks and related goodwill. If requested by Seller, Purchaser will cooperate with Seller in securing any trademark registrations and BI Trademarks other indicia of ownership for which Purchaser's cooperation is required as a matter of applicable local law as a result of Purchaser's use of than the Adaptec Marks. Purchaser agrees right to use the Adaptec Marks BI Trademarks in substantially accordance with this Section 7.9. Buyer agrees that it will not attack the same manner title of current use by Seller unless otherwise agreed by Seller in writingto the BI Trademarks or attack the validity of this clause. Without limiting the preceding sentence, Buyer is prohibited from entering into any sublicenses of its rights under this Section 7.9 to any other third party without the prior written consent of Seller (Seller, which consent shall not be unreasonably withheld), Purchaser agrees not . Seller hereby consents to combine, alter or obscure the Adaptec Marks in sublicense by Buyer of any way or authorize any third party and all of Buyer's rights under this Section 7.9 to do so.PM Resources. ARTICLE 8

Trademark License. Subject to the terms and conditions of this Agreement, as of the Closing, Seller Manager hereby grants to Purchaser and Purchaser accepts Tenant a worldwide, nontransferable, fullynon-paid and royalty-free exclusive right and license under any rights Adaptec may have in the Adaptec Marks, (“Trademark License”) to reproduce and affix: (i) through the end-of-life of each Product, the Adaptec trademark "AIC" to units use “MSM” solely as part of the Products as embedded as name of the Closing Date in the mask works for such Products; Facility (ii) for one year after the Closing Datewhich, the Adaptec trademark "AIC" in price lists, literature and advertising for the Products; and (iii) on a Product-by-Product basispurposes of clarity, until the sale by Purchaser of all Inventory of such Product transferred to Purchaser on the Closing Dateallows Tenant to, the Adaptec trademarks "Adaptec" without limitation, use “MSM” and the stylized "A" logo on name of Manager in any advertisements, promotional material, announcements, filings/disclosures made pursuant to Legal Requirements and related to the device packaging for the Products (such Adaptec trademarks collectively, the "ADAPTEC MARKS"Facility). Purchaser agrees Tenant shall not be permitted to cease using use “MSM” in connection with the Adaptec Marks upon identification or operation of any other business or property, or at any other location, except as may otherwise be provide in other agreements between the expiration of the licenses herein grantedparties. Purchaser Tenant acknowledges and agrees that Seller owns and will continue to own Manager (or one of its Affiliates) is the owner of all right, title title, and interest in and to “MSM” and the Adaptec Marks goodwill associated with and in symbolized by that xxxx. Tenant’s use of “MSM” pursuant to this Trademark License shall not give Tenant any ownership, apart from this Trademark License, to “MSM,” and that all goodwill therein and theretoarising from Tenant’s use of “MSM” shall inure solely to Manager’s benefit. Tenant shall not use (except as otherwise permitted in this Agreement) or attempt to register any trademark, whether arising service xxxx, trade name, domain name, or other xxxx or name that is the same, contains, or is otherwise confusingly similar to the MSM xxxx. The MSM xxxx shall not be combined with, associated with, or used in conjunction with any other trademark, service xxxx, corporate name, or trade name except as expressly approved by Manager. Tenant shall promptly notify Manager if a result lawsuit, claim, or threat of Purchaser's a lawsuit or claim is alleged that use of the Adaptec Marks MSM xxxx infringes upon a trademark, service xxxx, or otherwisetrade name owned by a third-party. Purchaser hereby assigns andManager will, if and as Seller may request at its sole discretion, decide on an appropriate response. Tenant shall provide reasonable cooperation to Manager in the future, agrees to assign and affirm assignment to Seller defense. Tenant shall also promptly notify Manager of all such right, title and interest in the Adaptec Marks and related goodwill. If requested by Seller, Purchaser will cooperate with Seller in securing any trademark registrations and other indicia of ownership for which Purchaser's cooperation is required as a matter of applicable local law as a result of Purchaser's use infringement or potential infringement of the Adaptec MarksMSM xxxx by third-parties which come to Tenant’s attention. Purchaser agrees Manager will, at its sole discretion, decide whether and how to use the Adaptec Marks in substantially the same manner proceed. Tenant shall provide reasonable cooperation to Manager as necessary. This Trademark License shall immediately terminate upon termination or expiration of current use by Seller unless otherwise agreed by Seller in writing. Without limiting the preceding sentence, without the prior written consent of Seller (which consent shall not be unreasonably withheld), Purchaser agrees not to combine, alter or obscure the Adaptec Marks in any way or authorize any third party to do sothis Agreement.