Common use of Use of Trademarks Clause in Contracts

Use of Trademarks. Distributor shall not be permitted to print, post or otherwise use letterhead, calling cards, literature, signage or other representations in the name of Supplier (or any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the express, written permission of Supplier. Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor for Supplier Products and may as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights shall inure to Distributor as a result of any such use or reference, and all such rights, including goodwill shall inure to the benefit of and be vested in Supplier. Upon termination of this Agreement for any reason, Distributor will immediately cease using the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraph.

Use of Trademarks. Distributor Purchaser, the Company, its Subsidiaries and their respective Affiliates (“Licensed Parties”) shall not be permitted have the right to printuse the Business Marks for a period of 18 months following the Closing Date (the “Transition Period”) in order to effectuate a smooth and orderly transition and rebranding for the Company and its Subsidiaries. In view of the foregoing, post Seller hereby grants to each of the Licensed Parties, to the extent of the rights owned or otherwise use letterhead, calling cards, literature, signage or other representations in the name of Supplier (controlled by Seller or any of its affiliates) Affiliates, a non-exclusive, royalty-free right and license to use the Business Marks during the Transition Period in connection with their respective businesses, including for the manufacturing, marketing and distribution of products and services. The Licensed Parties may, to the extent of the rights owned or to represent itself as Supplier (controlled by Seller or any of its affiliates) or make commitments Affiliates, permit third parties to use the Business Marks during the Transition Period, but only for and on behalf of Supplier (or any of its affiliates) without the express, written permission of SupplierLicensed Parties. Distributor expressly Seller agrees that no license to use Supplier (or any the provisions of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor Section 4.21 may be partially assigned for Supplier Products and may as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights shall inure to Distributor as a result of any such use or reference, and all such rights, including goodwill shall inure to the benefit of a Person that acquires a Market pursuant to a Market Divestiture, and the Transition Period in any such case shall be vested in Supplierfor a period of 18 months following the closing of such Market Divestiture or such longer period as may be required by a Governmental Entity not to exceed 24 months. Upon termination Prior to the Closing, Seller and the Company shall cooperate to enter into a transitional trademark license agreement on terms reasonably acceptable to Purchaser and consistent with the license granted in, and the other terms and conditions of, this Section 4.21, upon the effectiveness of this Agreement for any reason, Distributor will immediately cease using which the Supplier Trademarks as allowed licenses and rights granted in this Section 4.21 shall terminate. Between the date hereof and the end of the Transition Period, Seller shall, and shall immediately cause its Affiliates to, not take all appropriate and necessary steps any action, or fail to (a) remove and cancel take any listings action, that, in public recordseach case, telephone books, other directories, remove any visual displays would reasonably be expected to materially limit or literature at Distributor’s location, restrict the Internet and elsewhere that would indicate or would lead the public rights licensed under this Section 4.21 were such license to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments be granted in respect of the Territory (whether or not such filings were authorized by Supplier) that may incorporate period beginning on the Supplier Trademarks or any marks or names confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraphdate hereof.

Use of Trademarks. Distributor Except to the extent prohibited by Applicable Laws, all Promotional Materials and Product Labels and Inserts shall not be permitted bear both the SteadyMed Trademarks and the Cardiome House Marks, and the Parties shall mutually agree as to printthe placement and relative prominence of the SteadyMed House Marks and the Cardiome House Marks on all Promotional Materials and Product Labels and Inserts, post or otherwise subject to Applicable Laws. Cardiome shall discuss and refer to Products and Infusion sets only under the Product Marks, and shall use letterhead, calling cards, literature, signage or other representations the SteadyMed Trademarks only on the Promotional Materials and Product Labels and Inserts and only in accordance with the name terms and conditions of Supplier (or any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the express, written permission of Supplier. Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted by this Agreement. Distributor mayIn using any SteadyMed Trademark, howeverCardiome shall comply with all Trademark policies, indicate in its advertising instructions and marketing materials that it is a distributor for Supplier Products guidelines provided by SteadyMed from time to time to maintain the goodwill and may as necessary, incidentally use value of the Supplier Trademarks in its sales/marketing effortsSteadyMed Trademarks. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights Cardiome shall inure to Distributor as a result of any such use or referencenot, and all such rightsshall require its Affiliates and Sublicensees not to, including goodwill shall inure (i) use, seek to the benefit of and be vested register, or otherwise claim rights in Supplier. Upon termination of this Agreement for any reason, Distributor will immediately cease using the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments of the Territory in any Trademark that is confusingly similar to, misleading or deceptive with respect to, or that materially dilutes, any SteadyMed Trademark, (whether ii) adopt, use, or not such filings were authorized by Supplier) attempt to register any Trademarks that may incorporate the Supplier Trademarks or any marks or names are confusingly similar to the Supplier SteadyMed Trademarks or use any SteadyMed Trademark in such a way as to create combination marks with such SteadyMed Trademark (including, without limitation, any such combination xxxx with any Cardiome House Xxxx or other Cardiome Trademarks); or (iii) knowingly do, cause to be done, or knowingly omit to do any act, the doing, causing or omitting of which endangers, undermines, impairs, destroys or similarly affects, in any material respect, the validity or strength of any SteadyMed Trademark (including any registration or pending registration application relating thereto) or the value of the goodwill pertaining to any SteadyMed Trademark. Upon Distributor’s failure All rights to comply with use the SteadyMed Trademarks granted hereunder shall automatically terminate upon the expiration or termination of this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraphAgreement.

Use of Trademarks. Distributor shall not be permitted to printSupplier will not, post or otherwise use letterhead, calling cards, literature, signage or other representations in the name of Supplier (or any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the expressprior written consent of Purchaser or Company, use any name, trade name, or trademark of Purchaser, Company or their Affiliates except as necessary to perform an Order. 22. SUBCONTRACTORS. Supplier may not use subcontractors to perform Work without written permission of Supplier. Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor for Supplier Products and may as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Productsfrom Purchaser. Supplier reserves the right to review Distributor’s marketing will be responsible for Work performed by its subcontractors and sales materials prior to their publication or usefor Dacă Bunurile sunt furnizate cu aplicații software sau firmware încorporate sau incluse, indiferent dacă sunt create de Furnizor sau de un terț, care nu fac obiectul secțiunii referitoare la Dreptul de proprietate asupra documentelor, Furnizorul acordă Cumpărătorului un drept perpetuu și irevocabil de a utiliza aplicațiile software în legătură cu utilizarea Bunurilor. No rights shall inure to Distributor as Acest drept se poate extinde asupra oricărei persoane fizice sau juridice care are permisiunea Cumpărătorului de a result of any such use or referenceutiliza Bunurile și este pe deplin transferabil în legătură cu orice vânzare sau alt fel de transfer al Bunurilor. Dacă utilizarea sau accesul la aplicațiile software sau firmware impune Cumpărătorului să „accepte” termenele și condițiile prin intermediul metodelor de „click-wrap”, and all such rights„shrink-wrap” xxx xxxxx alte metode, including goodwill shall inure to the benefit of and be vested in SupplierCumpărătorul poate „accepta” pentru a accesa sau utiliza aplicația software sau firmware. Upon termination of this Agreement for any reasonTotuși, Distributor will immediately cease using the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public recordsrespectivele termene și condiții nu vor produce efecte, telephone booksiar drepturile de utilizare ale Cumpărătorului vor fi reglementate exclusiv de Comandă. Aplicațiile software sau firmware încorporate sau incluse sunt tratate drept „Bunuri” conform Comenzii în toate sensurile. 21. UTILIZAREA MĂRCILOR ÎNREGISTRATE. Fără acordul prealabil scris al Cumpărătorului sau Societății, other directoriesFurnizorul nu va utiliza nicio denumire, remove any visual displays or literature at Distributor’s locationmarcă comercială xxx xxxxx înregistrată a Cumpărătorului, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancelSocietății sau Afiliaților acestora, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar to the Supplier Trademarkscu excepția cazului în care este necesar pentru prestarea unei Comenzi. Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraph22.

Use of Trademarks. Distributor agrees that it has no interest in, and nothing in this Agreement shall give Distributor any interest in, any trademark, tradename or logo owned or used by SAC. Distributor shall not be permitted to printuse any such trademark, post tradename or otherwise use letterheadlogo, calling cardseither alone or with any other word or words as part of Distributor's trade or corporate name, literature, signage or other representations in the name of Supplier (or any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the express, express prior written permission of SupplierSAC. Distributor expressly agrees that no license shall obtain the written approval of SAC with respect to all signs, labels, packaging material, advertising or the like bearing SAC's trademarks, tradenames or logos prior to the use Supplier (or thereof. On request by SAC, and in any event upon termination of this Agreement, Distributor shall discontinue completely any use of any of its affiliates’ SAC's trademarks, tradenames and logos, for any purpose whatsoever, including use in the Distributor's trade namesor corporate name, service marks and shall deliver to SAC, free of any charge to SAC, all signs, labels, packaging materials, advertising or the like bearing SAC's trademarks, tradenames or logos (collectivelythat are in possession of Distributor. lt is understood and agreed that such trademarks, the “Supplier Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising tradenames and marketing materials that it is a distributor for Supplier Products logos and may as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights shall inure to Distributor as a result of any such use or reference, and all such rights, including goodwill associated with the use thereof shall be and remain the property of and inure to the benefit of and be vested in Supplier. Upon termination of this Agreement for any reason, Distributor will immediately cease using the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s nameSAC. Distributor shall render assistance not remove or obliterate any of the trademarks, tradenames, logos, patent name plates or other markings thereon, shall not do anything that would in any way impeach or reduce the validity of the patents or trademarks, under which Products are manufactured or sold, and shall refrain from reselling Products to and reimburse Supplier for expenses incurred any customer or user known to follow any such practices. Distributor shall do nothing to diminish, or appear to diminish the goodwill, trademarks or tradenames of SAC. Nothing in enforcing this paragraphAgreement shall in any way limit the terms of any other Agreement protecting SAC's tradename, trade secrets, patents or copyrights.

Use of Trademarks. Distributor shall not be permitted to print, post or otherwise use letterhead, calling cards, literature, signage or other representations in the name of Supplier (or any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the express, written permission of Supplier. Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor for Supplier Products and may may, as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights shall inure to Distributor as a result of any such use or reference, and all such rights, including goodwill shall inure to the benefit of and be vested in Supplier. Upon termination of this Agreement for any reason, Distributor will immediately cease using the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraph.

Use of Trademarks. Distributor a. Section 7.01(b) of the Purchase Agreement is hereby amended and restated in its entirety as follows: “Seller hereby grants, and shall not be permitted cause its Affiliates to printgrant, post or otherwise to Buyer and its Affiliates permission to use letterhead, calling cards, literature, signage or other representations the Trademarks currently used in the name Business as of Supplier the Applicable Closing Date (or other than the Trademarks included in the Transferred IP) as specifically set forth on Schedules 3.04 and 3.10(a)(ii) to the Disclosure Letter, solely to the extent that such Trademark appears on any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the expressTransferred Asset conveyed pursuant hereto, written permission of Supplier. Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos including Inventory (collectively, the “Supplier TrademarksSeller Trademarked Items”) is granted by this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor until (i) the depletion of such Seller Trademarked Items for Supplier Products and may as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials finished goods inventory produced prior to their publication October 2, 2018 and (ii) in the case of any other Transferred Asset, including any other Inventory, until October 2, 2018 (such date, the “Expiration Period”). When the Expiration Period expires, Buyer is responsible for the destruction and disposal of any remaining Seller Trademarked Items bearing the name or usetrademark of Seller or its Affiliates then in Buyer’s possession or returned to Buyer after the Expiration Period. No rights shall inure Buyer and its Affiliates hereby agree to Distributor indemnify Seller and the other Seller Indemnitees from and against any and all Damages incurred or suffered as a result of any such permitted use or reference, and all such rights, including goodwill shall inure to the benefit of and be vested in Supplier. Upon termination of this Agreement for any reason, Distributor will immediately cease using the Supplier Trademarks as allowed Seller Trademarked Items in this Section and shall immediately take all appropriate and necessary steps 7.01(b), except to (a) remove and cancel the extent that any listings in public records, telephone books, other directories, remove any visual displays such Damages result from the fraud or literature at Distributor’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative willful misconduct of Supplier (Seller or any of its affiliates) or Supplier’s (or any Affiliates. Buyer will use commercially reasonable efforts to include representatives of Seller and/or its affiliates’) products or services; Affiliates in all local country meetings and (b) cancelconversations with regulatory and health authorities related to Product license renewals, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with label changes and BSI certificates and will keep Seller updated on the governments status of the Territory (whether or transition from Seller labeling and certificates to Buyer labeling and certificates in such countries. In the event representatives of Seller and/or its Affiliates are not present during any meetings described above, Buyer will, at the request of Seller, provide a written summary of such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar meetings to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraph.Seller”

Use of Trademarks. Distributor Except to the extent prohibited by Applicable Laws, all Promotional Materials and Product Labels and Inserts shall not be permitted bear both the SteadyMed Trademarks and the Cardiome House Marks, and the Parties shall mutually agree as to printthe placement and relative prominence of the SteadyMed House Marks and the Cardiome House Marks on all Promotional Materials and Product Labels and Inserts, post or otherwise subject to Applicable Laws. Cardiome shall discuss and refer to Products and Infusion sets only under the Product Marks, and shall use letterhead, calling cards, literature, signage or other representations the SteadyMed Trademarks only on the Promotional Materials and Product Labels and Inserts and only in accordance with the name terms and conditions of Supplier (or any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the express, written permission of Supplier. Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted by this Agreement. Distributor mayIn using any SteadyMed Trademark, howeverCardiome shall comply with all Trademark policies, indicate in its advertising instructions and marketing materials that it is a distributor for Supplier Products guidelines provided by SteadyMed from time to time to maintain the goodwill and may as necessary, incidentally use value of the Supplier Trademarks in its sales/marketing effortsSteadyMed Trademarks. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights Cardiome shall inure to Distributor as a result of any such use or referencenot, and all such rightsshall require its Affiliates and Sublicensees not to, including goodwill shall inure (i) use, seek to the benefit of and be vested register, or otherwise claim rights in Supplier. Upon termination of this Agreement for any reason, Distributor will immediately cease using the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments of the Territory in any Trademark that is confusingly similar to, misleading or deceptive with respect to, or that materially dilutes, any SteadyMed Trademark, (whether ii) adopt, use, or not such filings were authorized by Supplier) attempt to register any Trademarks that may incorporate the Supplier Trademarks or any marks or names are confusingly similar to the Supplier SteadyMed Trademarks or use any SteadyMed Trademark in such a way as to create combination marks with such SteadyMed Trademark (including, without limitation, any such combination mark with any Cardiome House Mark or other Cardiome Trademarks); or (iii) knowingly do, cause to be done, or knowingly omit to do any act, the doing, causing or omitting of which endangers, undermines, impairs, destroys or similarly affects, in any material respect, the validity or strength of any SteadyMed Trademark (including any registration or pending registration application relating thereto) or the value of the goodwill pertaining to any SteadyMed Trademark. Upon Distributor’s failure All rights to comply with use the SteadyMed Trademarks granted hereunder shall automatically terminate upon the expiration or termination of this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraphAgreement.

Use of Trademarks. Distributor All Products shall be sold only under the Trademarks, which may be registered, at JOE’S absolute discretion and control, in the Territory in JOE’S or its affiliate’s name and at JOE’S expense. BBI shall sell the Products only with their original packaging to the extent that it is legally acceptable under law within the Territory, or with agreed changes to labels where necessary for local regulatory purposes. BBI shall only use the Trademarks in a manner approved by JOE’S and consistent with all applicable laws within the Territory. The Trademarks are and shall remain at all times the property of JOE’S and/or its affiliates. BBI recognizes that the Trademarks belong to JOE’S and/or its affiliates. BBI is granted no rights with respect to the Trademarks except the right to market, advertise, distribute and sell Products, which bear the Trademarks. BBI warrants that it shall never do anything to jeopardize the ownership of JOE’S or its affiliates’ Trademarks, including but not limited to: (a) claiming any right, title or interest in or to the Trademarks by registration or otherwise, other than the right to use the same under all the terms and conditions of this Agreement; (b) questioning the validity of the Trademarks; (c) using its own name, trade names or trademarks or those of any other person or entity in connection or association with the Trademarks or the name of JOE’S or any of JOE’S affiliates; or (d) applying the Trademarks to any product, package or container without the express written approval of JOE’S. BBI shall promptly assign to JOE’S any rights it might acquire in or to the Trademarks through use or otherwise, except the right to use the Trademarks under the terms and conditions hereof. BBI shall not at any time use, in any combination or manner, the name of JOE’S, any Trademark or any other trademark or trade name of JOE’S or its affiliates in any way in advertisements except in either (a) advertisements which have been supplied by JOE’S to BBI and to which BBI has made no change of substance; or (b) advertisements submitted by BBI to JOE’S and approved by JOE’S. BBI shall give prompt notice in writing to JOE’S of any infringement or possible infringement of the Trademarks that may come to its attention. If requested by JOE’S to do so, BBI shall, pursuant to JOE’S’s direction and control, and at JOE’S’s expense, take such action as may be permitted necessary or advisable to print, post or otherwise use letterhead, calling cards, literature, signage stop any infringement of the Trademarks or other representations acts of unfair competition. If any sum is recovered in any such suit, JOE’S shall be solely entitled thereto. JOE’S, at its own cost and expense and in its absolute discretion and control, may (in its own name or in the name of Supplier (BBI or any in both names) take such action as it deems necessary to prevent infringement of its affiliates) the Trademarks or other acts of unfair competition or to represent itself as Supplier (defend the BBI or its customers in suits, administrative or otherwise, brought against them in connection with the use of the Trademarks. BBI shall formally assign to JOE’S any cause of its affiliates) action it may have against an infringer of the Trademarks upon the request of JOE’S, and shall execute all documents and do all acts deemed necessary by JOE’S for JOE’S to control any infringement suit or make commitments on behalf proceeding which relates to the Trademarks to the extent it is legally possible under the applicable law in the Territory. JOE’S shall indemnify and hold BBI harmless from and against any claim of Supplier (or alleged infringement of any right of its affiliates) without the express, written permission of Supplier. Distributor expressly agrees that no license a third party due to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted by Trademarks in accordance with this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor for Supplier Products and may as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights shall inure to Distributor as a result of any such use or reference, and all such rights, including goodwill shall inure to the benefit of and be vested in Supplier. Upon termination of this Agreement for any reason, Distributor will immediately cease using the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraph.

Use of Trademarks. Distributor In connection with the marketing and advertising of the Products, Representative may use or make reference to trademarks, trade names and service marks owned by Supplier (the “Marks”) only as directed by Supplier. Representative shall not be permitted to printuse its own trademarks, post trade names and services marks (the “Representative Marks”); provided that Representative Marks shall not appear larger or otherwise more prominently on advertisements or promotions for the Products than the Marks. Representative shall not alter or remove the Marks from the Products. Representative’s use letterhead, calling cardsof the Marks hereunder shall be subject to such additional requirements as Supplier believes are appropriate to protect the Marks and Supplier’s’ ownership rights therein. Representative agrees that the use of the Marks on packages, literature, signage or other representations in the name of Supplier (or any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the express, written permission of Supplier. Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor for Supplier Products and may as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for will be of high quality and that Supplier Products. Supplier reserves shall have the right to review Distributor’s marketing monitor and sales control such use. Representative will furnish Supplier with all materials on which Representative plans to use the Marks prior to their publication such use, and Supplier will have the right to refuse any use of the Marks by Representative. Representative shall take all steps reasonably requested by Supplier to secure for Supplier any proprietary rights in connection with the Products or usethe Marks, and to cooperate with Supplier to protect and defend Supplier’ rights therein. No Representative hereby does and shall at all times acknowledge Supplier’s exclusive right, title and interest in and to the Marks and [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. shall not in any manner represent that it has any ownership interest therein nor will it adopt or use any trademarks, trade names or service marks confusingly similar thereto. Representative shall not at any time do or permit any act to be done which may in any way impair the rights of Supplier in the Marks. Representative shall inure not use any of the Marks on or in connection with any goods or services other than the Products INTERNET: Representative shall follow Supplier’s instructions with respect to Distributor as a result each of the following: (i) use of any such use information about Supplier or reference, and all such rights, including goodwill shall inure to the benefit Products available on the Internet; (ii) linking of and be vested in Supplier. Upon termination of this Agreement for any reason, Distributor will immediately cease using the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, site on the Internet and elsewhere that would indicate to any site on the Internet established, operated or would lead the public to believe that Distributor is the representative of Supplier (or any of its affiliates) or sponsored by Supplier’s (or any of its affiliates’) products or services; and (biii) canceluse of any of the Marks on any site on the Internet. Representative acknowledges that it shall cease the activities described in (i), abandon or transfer (as requested ii) and/or (iii) above, if so instructed by Supplier) . In no event shall Representative establish, operate, sponsor or contribute content to any product licensessite on the Internet that incorporates the word “Therma-Wave”, trade name filings, trademark applications or registrations or other filings with the governments of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names word confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraphthereto, Supplier may make application for as its URL address or any part of such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraphaddress.