Common use of Trademark Clause in Contracts

Trademark. 7.1 The Supplier grants to the Distributor a non-exclusive, royalty-free, non-transferrable right to use the trade mark and names as set out in Schedule 4 of this Agreement only in the promotion, advertisement and sale of the Products, subject to and for the duration of this Agreement. The Distributor acknowledges and agrees that all rights in the Trade Marks shall remain in Supplier, and that Distributor has and will acquire no right in them by virtue of the discharge of its obligations under this Agreement, except for the right to use the Trade Marks as expressly provided in this Agreement. 7.2 The Supplier makes no representation or warranty as to the validity or enforceability of the Trade Marks nor as to whether they infringe any intellectual property rights of third parties in the Territory 7.3 The Trade Marks shall not be used in any manner liable to alter, change, invalidate the registration and/or prejudice the right and/or ownership of the Supplier in respect of the Trade Marks and the Distributor shall not permit them to be used by third parties or register any of the Supplier’s patents, trademarks, trade or brand names, registered designs or other intellectual property rights without the prior consent of the Supplier. 7.4 The Distributor shall not do, or omit to do, anything in its use of the Trade Marks that could adversely affect their validity or reputation. 7.5 The Distributor shall promptly notify the Supplier in writing of any unauthorized use in the Territory of its Trade Marks. At the request of the Supplier the Distributor shall take part in and/or give assistance in respect of any legal proceedings and execute any documents and take any action reasonably necessary to protect the Trade Marks in the Territory at the Supplier’s cost. 7.6 On expiry or termination of this Agreement all licences and/or rights referred to in this Clause shall expire and the Distributor agrees to immediately cease and desist from using the Supplier’s intellectual properties unless otherwise agreed by the Parties.

Trademark. 7.1 11.1 The Supplier hereby grants to the Distributor a the non-exclusiveexclusive right, royalty-free, non-transferrable right in the Territory to use the trade mark and names as set out in Schedule 4 of this Agreement only Trademarks in the promotion, advertisement and sale sales of the ProductsProducts of Supplier, subject to to, and for the duration of of, this Agreement. The Distributor acknowledges and agrees that all rights in the Trade Marks Trademarks shall remain in the Supplier, and that Distributor has and will acquire no right in them by virtue of the discharge of its obligations under this Agreement, except for the right to use the Trade Marks Trademarks as expressly provided in this Agreementagreement. The Distributor shall market and sell the products of Supplier only under the Trademarks, and not in association with any other trade ▇▇▇▇, brand or trade name, except as permitted in any branding manual issued by the Supplier. The Distributor shall ensure that the appropriate Trademarks shall appear on all Products of Supplier, containers and advertisements for the Products of Supplier, followed by the symbol ®, or the letters [TM], as appropriate. 7.2 The 11.2 When the Distributor uses the Trademark under paragraph 11.1, prior to use, the Distributor shall, inform the Supplier makes no representation of the manner of such use and submit a sample of any materials including but not limited to, catalogues, leaflets, posters, newspapers, bearing the Trademark for prior inspection and approval by the Supplier. When the Distributor wishes to change the approved use of the Trademark, prior to change the Distributor shall inform the Supplier of the desired change and submit a sample of the materials bearing the altered use of the Trademark of prior inspection and approval by the Supplier. In any event, the manner of use of the Trademark or warranty as any change thereof shall be subject to the validity or enforceability of the Trade Marks nor as to whether they infringe any intellectual property rights of third parties in the Territory 7.3 The Trade Marks shall not be used in any manner liable to alter, change, invalidate the registration and/or prejudice the right and/or ownership of the Supplier in respect of the Trade Marks Supplier’s prior approval and the Distributor shall not permit them to be used use the Trademark in any other manner than approved in advance by third parties or register any the Supplier. The Distributor shall comply with all rules for the use of the Trademarks issued by the Supplier (including those set out in any branding manual issued by the Supplier’s patents) and shall not, trademarks, trade or brand names, registered designs or other intellectual property rights without the prior written consent of the Supplier. 7.4 , alter or make any addition to the labeling or packaging of the Products of Supplier displaying the Trade Marks. The Distributor shall not doalter, deface or remove any reference to the Trade Marks, any reference to the Supplier or any other name displayed on the products of Supplier or their packaging or labeling. 11.3 The Distributor recognizes that any of the Trademarks, trade names, designs, copyrights and other proprietary rights, used on or embodied in the Products (“Proprietary Rights”) shall remain the exclusive property of the Supplier. The Distributor shall not have or acquire any right, title or interest in Proprietary Rights. 11.4 During the terms of this Agreement and thereafter, the Distributor shall not: (a) Use the Trademark or similar trademark on any products that is not a Supplier Product, nor let any third party use the Trademark. (b) Directly or indirectly apply of the registration of the Trademark or any similar trademark with respect to the Products or any other materials in any country or jurisdiction. 11.5 The Distribution may, with the prior written consent of the Supplier, indicate that it is an authorized Distributor of the Products. 11.6 When the Distributor finds that a third party infringes or impairs the Trademark or the Supplier’s goodwill involved therein, or omit to dowhen a third party brings a claim, anything in its suit or action against the Supplier or the Distributor on the ground that the Distributor’s use of the Trade Marks that could adversely affect their validity or reputation. 7.5 The Trademark may infringe on the third party’s rights, the Distributor shall promptly notify inform the Supplier in writing thereof any reasonably co-operate with the Supplier to address the problem. In respect of any unauthorized use in the Territory of its Trade Marks. At the request of such matter, the Supplier the Distributor shall in its absolute discretion decide what action to take part in and/or give assistance in respect of the matter (if any), and the Supplier shall conduct and have sole control over any legal proceedings and execute any documents and take any consequent action reasonably necessary to protect the Trade Marks in the Territory at the Supplier’s costthat it deems necessary. 7.6 On expiry or 11.7 Upon termination of this Agreement all licences and/or rights referred to in this Clause shall expire and for any cause, the Distributor agrees to immediately shall cease holding itself out as a Distributor of the Products and desist from using cease using, in any way, the Supplier’s intellectual properties unless name, or its Proprietary Rights or any material similar thereto. The Distributor shall not at any time sub-license, transfer or otherwise agreed by deal with the Partiesrights of use of the Trademarks granted under this Agreement.

Trademark. 7.1 The Supplier During the entire term of this Agreement, XX hereby grants to the Distributor a license and the non-exclusive, royalty-free, non-transferrable exclusive right to use the trade mark Trademark in advertising and names as set out in Schedule 4 of this Agreement only in the promotion, advertisement and sale sales promotions of the Products, subject to and for the duration of this Agreement. The Distributor acknowledges and agrees that all rights nothing herein contained shall give it any right, title or interest in and to the Trademark which shall remain the sole property of XX and that any use and/or registration of the Trademark in the Trade Marks Territory by the Distributor, shall remain in Supplier, and that Distributor has and will acquire no be for XX's sole benefit. The Distributor's right in them by virtue of with respect to the discharge of its obligations under this Agreement, except for Trademark is limited to the right to use the Trade Marks as expressly provided in this Agreementforegoing license arrangement. 7.2 The Supplier makes no representation Should this Agreement terminate in accordance with the provisions hereof, the Distributor shall, from and after such time, refrain from using the Trademark as well as any sign, panel or warranty as other similar marks relating to the validity or enforceability of Products and the Trade Marks nor as to whether they infringe any intellectual property rights of third parties in the Territory 7.3 The Trade Marks shall not be used in any manner liable to alter, change, invalidate the registration and/or prejudice the right and/or ownership of the Supplier in respect of the Trade Marks relationship under this Agreement and the Distributor shall not permit them return to be used by third parties XX (or register make available to XX's authorized representatives at Distributor's place of business) any remaining material relating to the Trademark. During the term of the Supplier’s patentsthis Agreement, trademarks, trade or brand names, registered designs or other intellectual property rights without the prior consent of the Supplier. 7.4 The Distributor shall not do, or omit to do, anything in its use of the Trade Marks that could adversely affect their validity or reputation. 7.5 The Distributor shall promptly notify the Supplier in writing of any unauthorized use in the Territory of its Trade Marks. At the request of the Supplier the Distributor shall take part in and/or give assistance in respect notify XX, as soon as practicable under the circumstances, of any legal proceedings perceived infringement by other parties of the Trademark and execute any documents and take other XX's property rights. In the event of any action reasonably necessary to protect the Trade Marks in the Territory at the Supplier’s cost. 7.6 On expiry or termination of this Agreement all licences and/or rights referred to in this Clause shall expire and such infringement, the Distributor agrees to immediately cease and desist co- operate, at XX's expense, by providing all reasonable assistance requested by the latter. During the term of this Agreement, the Distributor shall not alter, remove or in any way tamper with any of the Trademarks or numbers affixed to the Products. 7.3 Save for any different agreement between the Parties, the Distributor is expressly forbidden from using in any way the Supplier’s intellectual properties unless otherwise agreed Trademark to distribute, market and sell any products manufactured by the PartiesDistributor directly or through third parties, or indirectly through any other entity within or outside the Territory, being it understood that for the products which are different from the Products forming the object of this Agreement XX reserves the right to give its consent to Distributor to the use of the Trademark for distribution and sale of products different from the Products.

Trademark. 7.1 The Supplier 11.1 During the term of this Agreement, COMPANY hereby grants to the Distributor Distributor, a non-exclusive, royalty-free, non-transferrable right exclusive license to use the trade mark and names as set out in Schedule 4 of this Agreement only Trademark which is registered in the promotion, advertisement and sale of the Products, subject to and Territory by COMPANY (“Trademark”) for the duration purpose of this Agreementsales and promotion within the Territory. The When the Distributor acknowledges and agrees uses the Trademark, it shall indicate clearly that all rights the Trademark is registered in the Trade Marks shall remain in Supplier, and that name of COMPANY. 11.2 When the Distributor has and will acquire no right in them by virtue of the discharge of its obligations under this Agreement, except for the right intends to use the Trade Marks as expressly provided in this Agreement. 7.2 The Supplier makes no representation or warranty as Trademark under paragraph 11.1, prior to use, the validity or enforceability Distributor shall, inform COMPANY of the Trade Marks nor as manner of such use and submit a sample of any materials including but not limited to, catalogues, leaflets, posters, newspapers, bearing the Trademark for prior inspection and approval by COMPANY. When the Distributor wishes to whether they infringe any intellectual property rights of third parties in change the Territory 7.3 The Trade Marks shall not be used in any manner liable to alter, change, invalidate the registration and/or prejudice the right and/or ownership approved use of the Supplier in respect Trademark, prior to change the Distributor shall inform COMPANY of the Trade Marks desired change and submit a sample of the materials bearing the altered use of the Trademark for prior inspection and approval by COMPANY. In any event, the manner of use of the Trademark or any change thereof shall be subject to COMPANY’s prior approval and the Distributor shall not permit them to be used use the Trademark in any other manner than approved in advance by third parties or register COMPANY. 11.3 The Distributor recognizes that any of the Supplier’s patents, trademarksTrademarks, trade or brand names, registered designs designs, copyrights and other proprietary rights, used on or other intellectual embodied in the Contract Products(“Proprietary Rights”) shall remain the exclusive property rights without the prior consent of the Supplier. 7.4 COMPANY. The Distributor shall not dohave or acquire any right, title or interest in Proprietary Rights. 11.4 During the terms of this Agreement or even after termination, the Distributor shall not: (a) Use the Trademark or similar trademark on any other products than COMPANY’s nor let other companies use the Trademark. (b) Directly or indirectly apply for the registration of the Trademark or any similar trademark with respect to the Contract Products or any other materials in any country of the world. 11.5 The Distribution may, with the prior written consent of COMPANY, indicate that it is an authorized distributor of the Contract Products. 11.6 When the Distributor finds that a third party infringes or impairs the Trademark or COMPANY’s goodwill involved therein, or omit to dowhen a third party brings a claim, anything in its suit or action against COMPANY or the Distributor on the ground that the Distributor’s use of the Trade Marks that could adversely affect their validity or reputation. 7.5 The Trademark may infringe on the third party’s rights, the Distributor shall promptly notify inform COMPANY thereof and co-operate with COMPANY to settle the Supplier in writing of any unauthorized use in the Territory of its Trade Marks. At the request of the Supplier the Distributor shall take part in and/or give assistance in respect of any legal proceedings and execute any documents and take any action reasonably necessary to protect the Trade Marks in the Territory at the Supplier’s costproblem. 7.6 On expiry or 11.7 Upon termination of this Agreement all licences and/or rights referred to in this Clause shall expire and for any cause, the Distributor agrees shall cease holding itself out as a distributor of the Contract Products and cease using, in any way, COMPANY’s name, or its Proprietary Rights or any material similar threrto. 11.8 COMPANY, at its discretion, shall have the right to immediately cease and desist from using record the Supplierexistence of the license hereunder, or require the Distributor to register as a registered user. 11.9 The Distributor shall not alter, deface, remove, cover or mutilate in any manner the Trademark , serial or model number, brand, or COMPANY’s intellectual properties unless otherwise agreed by name attached or affixed to any of the PartiesContract Products, without the prior written consent of COMPANY.

Trademark. 7.1 The Supplier grants to 6.1. SIRION shall market and distribute the Distributor a non-exclusive, royalty-free, non-transferrable right to use the trade mark and names as set out in Schedule 4 of this Agreement only PRODUCT in the promotionTERRITORY exclusively under the TRADEMARK and shall not use any other trademark in connection with the PRODUCT; provided, advertisement however, that if (i) THEA determines that VIRGAN® is not suitable for marketing the PRODUCT in the TERRITORY on the basis of objections of the FDA or the US Patent and Trademark Office and THEA substitutes an alternative trademark in consultation with SIRION or (ii) SIRION provides to THEA sufficient evidence that VIRGAN® is not a commercially suitable trademark for the marketing of the PRODUCT in the TERRITORY and submits to THEA a concrete proposal for an alternative trademark which is suitable for the marketing and sale of the Products, subject to and for the duration of this Agreement. The Distributor acknowledges and agrees that all rights PRODUCT in the Trade Marks TERRITORY and which is available to be registered in THEA’s name for use in the TERRITORY, then THEA shall remain in Supplier, and that Distributor has and will acquire no right in them by virtue either case register the alternative trademark which shall be the trademark licensed to SIRION. 6.2. In consideration of the discharge grant of its obligations under this Agreement, except for the right and license to use the Trade Marks TRADEMARK in connection with SIRION’s distribution and sale of the PRODUCT in the TERRITORY, SIRION shall pay to THEA a trademark royalty of [ * * * ] of NET SALES in the TERRITORY (the “TRADEMARK ROYALTY”) as expressly provided for in this AgreementSection 2.5 above. 7.2 The Supplier makes no representation or warranty as 6.3. SIRION shall use commercially reasonable efforts to market and distribute the PRODUCT in the TERRITORY under the TRADEMARK entirely at its own cost and expense. 6.4. SIRION agrees that the TRADEMARK remains the sole and exclusive property of THEA and that it shall not acquire any rights whatsoever to the validity or enforceability TRADEMARK other than the rights granted hereby. 6.5. THEA grants to SIRION the exclusive right and license to use the TRADEMARK in the TERRITORY exclusively for the preparation in finished form, sale and marketing of the Trade Marks nor as to whether they infringe any intellectual property rights of third parties PRODUCT in the TerritoryTERRITORY and for no other purpose. 7.3 The Trade Marks 6.6. SIRION shall not be used register any trademark, in any manner liable to alterway, change, invalidate which might conflict with or imitate the registration and/or prejudice TRADEMARK and will do nothing which could diminish the right and/or ownership value of the Supplier in respect of the Trade Marks and the Distributor shall not permit them to be used by third parties or register any of the Supplier’s patents, trademarks, trade or brand names, registered designs or other intellectual property rights without the prior consent of the SupplierTRADEMARK. 7.4 The Distributor shall not do, or omit 6.7. SIRION undertakes to do, anything in its discontinue immediately the use of the Trade Marks that could adversely affect their validity or reputation. 7.5 The Distributor shall promptly notify the Supplier in writing of any unauthorized use in the Territory of its Trade Marks. At the request of the Supplier the Distributor shall take part in and/or give assistance in respect of any legal proceedings and execute any documents and take any action reasonably necessary to protect the Trade Marks in the Territory at the Supplier’s cost. 7.6 On expiry TRADEMARK upon expiration or termination of this Agreement AGREEMENT for any reason whatsoever and to destroy all licences documents including but not limited to marketing material, booklets, other branded material, packing material, labels and/or rights referred any electronic document making a reference to in this Clause shall expire and the Distributor agrees to immediately cease and desist from using the Supplier’s intellectual properties unless otherwise agreed by the PartiesTRADEMARK.

Trademark. 7.1 11.1 The Supplier hereby grants to the Distributor a the non-exclusiveexclusive right, royalty-freein the Territory, non-transferrable right to use the trade mark and names as set out in Schedule 4 of this Agreement only Trademarks in the promotion, advertisement and sale of the ProductsProducts of Supplier, subject to to, and for the duration of of, this Agreement. The Distributor acknowledges and agrees that all rights in the Trade Marks Trademarks shall remain in Supplier, and that Distributor has and will acquire no right in them by virtue of the discharge of its obligations under this Agreement, except for the right to use the Trade Marks Trademarks as expressly provided in this Agreementagreement. The Distributor shall market and sell the Products of Supplier only under the Trademarks, and not in association with any other trade m▇▇▇, brand or trade name, except as permitted in any branding manual issued by the Supplier. The Distributor shall ensure that the appropriate Trademarks shall appear on all Products of Supplier, containers and advertisements for the Products of Supplier, followed by the symbol ®, or the letters [TM], as appropriate. 7.2 The 11.2 When the Distributor uses the Trademark under paragraph 11.1, prior to use, the Distributor shall, inform the Supplier makes no representation of the manner of such use and submit a sample of any materials including but not limited to, catalogues, leaflets, posters, newspapers, bearing the Trademark for prior inspection and approval by the Supplier. When the Distributor wishes to change the approved use of the Trademark, prior to change the Distributor shall inform the Supplier of the desired change and submit a sample of the materials bearing the altered use of the Trademark for prior inspection and approval by the Supplier. In any event, the manner of use of the Trademark or warranty as any change thereof shall be subject to the validity or enforceability of the Trade Marks nor as to whether they infringe any intellectual property rights of third parties in the Territory 7.3 The Trade Marks shall not be used in any manner liable to alter, change, invalidate the registration and/or prejudice the right and/or ownership of the Supplier in respect of the Trade Marks Supplier’s prior approval and the Distributor shall not permit them use the Trademark in any other manner than approved in advance by the Supplier. The Distributor shall comply with all rules for the use of the Trademarks issued by the Supplier (including those set out in any branding manual issued by the Supplier) and shall not, without the prior written consent of the Supplier, alter or make any addition to be used by third parties the labeling or register packaging of the Products of Supplier displaying the Trade Marks. The Distributor shall not alter, deface or remove any reference to the Trade Marks, any reference to the Supplier or any other name displayed on the Products of Supplier or their packaging or labeling. 11.3 The Distributor recognizes that any of the Trademarks, trade names, designs, copyrights and other proprietary rights, used on or embodied in the Products (“Proprietary Rights”) shall remain the exclusive property of the Supplier. The Distributor shall not have or acquire any right, title or interest in Proprietary Rights. 11.4 During the terms of this Agreement and thereafter, the Distributor shall not: (a) Use the Trademark or similar trademark on any products that is not a Supplier Product, nor let any third party use the Trademark. (b) Directly or indirectly apply for the registration of the Trademark or any similar trademark with respect to the Products or any other materials in any country or jurisdiction. 11.5 The Distribution may, with the prior written consent of the Supplier, indicate that it is an authorized distributor of the Products. 11.6 When the Distributor finds that a third party infringes or impairs the Trademark or the Supplier’s patentsgoodwill involved therein, trademarksor when a third party brings a claim, trade suit or brand namesaction against the Supplier or the Distributor on the ground that the Distributor’s use of the Trademark may infringe on the third party’s rights, the Distributor shall promptly inform the Supplier thereof and reasonably co-operate with the Supplier to address the problem. In respect of any such matter, the Supplier shall in its absolute discretion decide what action to take in respect of the matter (if any), and the Supplier shall conduct and have sole control over any consequent action that it deems necessary. 11.7 Upon termination of this Agreement for any cause, the Distributor shall cease holding itself out as a distributor of the Products and cease using, in any way, the Supplier’s name, or its Proprietary Rights or any material similar thereto. The Distributor shall not at any time sub-license, transfer or otherwise deal with the rights of use of the Trademarks granted under this Agreement. 11.8 The Supplier, at its discretion, shall have the right to record the existence of the license hereunder, or require the Distributor to register as a registered designs user within the Territory. 11.9 The Distributor shall not alter, deface, remove, cover or other intellectual property rights mutilate in any manner the Trademark, serial or model number, brand, or Supplier’s name attached or affixed to any of the Products, without the prior written consent of the Supplier. 7.4 The Distributor 11.10 Notwithstanding anything to the contrary in this Article 11, the parties shall not do, or omit negotiate in good faith terms to do, anything in its use permit the co-branding of the Trade Marks that could adversely affect their validity or reputation. 7.5 The Distributor shall promptly notify the Supplier in writing of any unauthorized use Products in the Territory of its Trade Marks. At the request of the Supplier the Distributor shall take part in and/or give assistance in respect of any legal proceedings and execute any documents and take any action reasonably necessary to protect the Trade Marks in the Territory at the Supplier’s costTerritories. 7.6 On expiry or termination of this Agreement all licences and/or rights referred to in this Clause shall expire and the Distributor agrees to immediately cease and desist from using the Supplier’s intellectual properties unless otherwise agreed by the Parties.

Trademark. 7.1 5.1 The Supplier Seller hereby grants to the Distributor a the non-exclusive, royalty-free, non-transferrable exclusive right in the Territories to use the trade mark and names as set out in Schedule 4 of this Agreement only trademarks [TRADEMARKS] in the promotion, advertisement and sale of the Products, subject to Products in accordance with the terms of and for the duration of this Agreement. The Distributor acknowledges trademarks [TRADEMARKS] are registered trademarks, owned and agrees that all rights in used by the Trade Marks shall remain in Supplier, and that Distributor has and will acquire no right in them by virtue of the discharge of its obligations under this Agreement, except for the right to use the Trade Marks as expressly provided in this Agreement. 7.2 Seller. The Supplier Seller makes no representation or warranty as to the validity or enforceability of the Trade Marks trademark, nor as to whether they the same infringe on any intellectual property rights of third parties in the TerritoryTerritories. 7.3 5.2 The Trade Marks Products shall be sold under the Seller’s trademark and on all Products, containers and advertisements for the Products as may be prescribed by the Seller. All representations of such trademark which the Distributor intends to use shall first be submitted to the Seller for approval. 5.3 After termination of this Agreement the Distributor shall immediately cease all use of Seller’s name or any of Seller’s trademarks in any manner whatsoever. 5.4 The Distributor may not put any trademark of his own on any Products or Product’s documentation material (including without limitation any inserts), without the Seller’s permission in writing in advance. Such authorisation shall not be used unreasonably withheld as long as regulatory requirements are met. 5.5 The Distributor shall not, without the prior written consent of the Seller, alter or make any addition to the labelling or packaging of the Products displaying the aforementioned Seller’s trademarks, and shall not alter, deface or remove in any manner liable any reference to altersuch trademarks, change, invalidate any reference to the registration and/or prejudice Seller or any other name attached or affixed to the right and/or ownership of the Supplier in respect of the Trade Marks Products or their packaging or labelling. 5.6 Both Seller and the Distributor shall not permit them promptly inform each other of any situation, where it has a reason to believe that trademark rights may be used infringed or challenged by third parties or register any of the Supplier’s patents, trademarks, trade or brand names, registered designs or other intellectual property rights without the prior consent of the Supplier. 7.4 parties. The Distributor shall not do, do or omit to do, do anything in its use of the Trade Marks Seller’s trademarks that could may or would adversely affect their validity or reputationvalidity. 7.5 5.7 The Seller agrees to and at its own expense to take appropriate action (in its sole discretion) to protect its trademark and other intellectual property rights. The Distributor shall promptly notify the Supplier in writing of any unauthorized use in the Territory of its Trade Marks. At agrees at the request and expense of the Supplier the Distributor shall take part in and/or give Seller to provide all reasonable assistance in respect of any legal proceedings and execute any documents and take connection with any action reasonably necessary to protect the Trade Marks in the Territory at the Supplier’s cost. 7.6 On expiry or termination of this Agreement all licences and/or rights referred to in this Clause shall expire and the Distributor agrees to immediately cease and desist from using the Supplier’s intellectual properties unless otherwise agreed be taken by the PartiesSeller pursuant to clause 12.2.

Trademark. 7.1 The Supplier 5.1 Maxwill hereby grants to the Distributor a non-exclusive, royalty-free, non-transferrable the exclusive royalty free right to use the trade mark and names as set out Trademark exclusively in Schedule 4 of this Agreement only in connection with the promotion, advertisement marketing and sale of the Products, subject to Products in the Territory in accordance with the terms and for the duration conditons of this Agreement. The Distributor acknowledges and agrees that all rights in the Trade Marks shall remain in Supplier, and that Distributor has and will acquire no right in them by virtue Upon expiry or termination for whatever reason of the discharge of its obligations under this Agreement, except for the right to use the Trade Marks as expressly provided in this Agreement. 7.2 The Supplier makes no representation or warranty as to the validity or enforceability of the Trade Marks nor as to whether they infringe any intellectual property rights of third parties in the Territory 7.3 The Trade Marks shall not be used in any manner liable to alter, change, invalidate the registration and/or prejudice the right and/or ownership of the Supplier in respect of the Trade Marks and the Distributor shall not permit them in any form make use of, or in anyway refer to, the Trademark. 5.2 The Distributor acknowledges that: (a) it does not have any right, title or interest in the Trademark or any updates or improvements to be used it; and (b) any goodwill (and any other rights) which result from the use by third parties or register any the Parties of the Supplier’s patents, trademarks, trade or brand names, registered designs or other intellectual property rights without Trademark and the prior consent sale and distribution of the SupplierProducts shall be vested in Maxwill. 7.4 The 5.3 If the Distributor shall not dolearns of any threatened or actual infringement of the Trademark by a third party, or omit to do, anything in its of any circumstance which suggests that the use of the Trade Marks Trademark may infringe the intellectual property of a third party, it shall immediately inform Maxwill, giving all details that could adversely affect their validity or reputationMaxwill requests. 7.5 The Distributor 5.4 Maxwill shall promptly notify the Supplier in writing have conduct of any unauthorized use proceedings relating to the Trademark and may take whatever action it, in the Territory of its Trade Marks. At the request of the Supplier the Distributor shall take part in and/or give assistance sole discretion, decides in respect of any legal proceedings infringement or alleged infringement of it, or arising from its use. The Distributor shall co-operate with Maxwill in taking this action and execute Maxwill shall meet any documents and take any action reasonably necessary to protect reasonable expenses of the Trade Marks Distributor in the Territory at the Supplier’s costdoing so. 7.6 On expiry 5.5 The Distributor shall: (a) not apply for registration of any of the Trademark (or termination any intellectual property that is confusingly similar to the Trademark) in its own name, in any part of this Agreement the world; (b) comply with all licences and/or rights referred requests by Maxwill as to in this Clause shall expire the use of the Trademark and the Distributor agrees ™ symbol in relation to the Trademark; (c) not license (or purport to license) any other person to use any of the Trademark, except with the prior written approval of Maxwill; (d) not use the Trademark other than as specifically permitted by this Agreement; (e) not use any intellectual property that is confusingly similar to the Trademark; (f) not do anything that may adversely affect the Trademark or Maxwill’s right or title to it; and (g) immediately cease and desist from stop using the Supplier’s intellectual properties unless otherwise agreed any advertising or promotional material or packaging on receipt of a request by the PartiesMaxwill to do so.