Form of License Agreement



 Exhibit 10.3 
 FORM OF LICENSE AGREEMENT 
 This LICENSE AGREEMENT (this
“Agreement”), is entered into as of [    ] day of [        ], 2011 (“Effective Date”), by and between Allianz Global Investors of
America L.P., a Delaware limited partnership (“Licensor”), and PIMCO REIT, Inc., a Maryland corporation (“Licensee”). Licensor and Licensee are each a “Party” to this Agreement, and collectively are
referred to as the “Parties.” 
 RECITALS 

A. Licensor has adopted, is using, and is the owner of all right, title, and interest in the Licensed Mark (as defined in
Section 1.2) in the United States for financial and other services. 
 B. Licensee is a Real Estate Investment Trust
managed by Pacific Investment Management Company LLC, a Delaware limited liability company, an indirect Subsidiary of Licensor. 

C. Licensee desires to use the Licensed Mark as part of the trade name PIMCO REIT, Inc. and in connection with the Licensed Services (as
defined in Section 1.4). 
 D. Licensor desires to license the Licensed Mark to Licensee to be used as part of a the
trade name PIMCO REIT, Inc. and in connection with the Licensed Services subject to the terms and conditions set forth in this Agreement. 
 ARTICLE 1. 
 DEFINITIONS 

1.1 “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. 
 1.2
“Licensed Mark” means the mark PIMCO. 
 1.3 “Licensed Trade Name” means the corporate name PIMCO REIT, Inc.
and any variation thereof including the term PIMCO that is used by Licensed Users. 
 1.4 “Licensed Services” means
real estate and real estate-related finance products and services offered anywhere in the world by Licensed Users. 
 1.5
“Licensed User” and “Licensed Users” means Licensee and Licensee’s Subsidiaries. 
 1.6
“Subsidiary” means any corporation, company or other legal entity: 
 1.6.1 more than fifty percent (50%) of
whose shares or outstanding securities (representing the right to vote for the election of directors or other managing authority) are, now 







 
or hereafter, Controlled, directly or indirectly by a Party hereto, but such entity shall be deemed to be a Subsidiary for the purposes of this Agreement only so long as such Control exists; or

 1.6.2 which does not have outstanding shares or securities, as may be the case in a partnership, joint venture, or
unincorporated association, but more than fifty percent (50%) of whose ownership interest representing the right to make decisions for such entity is now or hereafter, Controlled, directly or indirectly by a Party hereto, but such entity shall
be deemed to be a Subsidiary for the purposes of this Agreement only so long as such Control exists. 
 ARTICLE 2.

 LICENSE GRANT AND CONDITIONS OF LICENSED USE 

2.1 Grant. Licensor hereby grants Licensed Users a nonexclusive, nontransferable, nonsublicensable, royalty-free license, during
the term of this Agreement, to use and display the Licensed Trade Name and the Licensed Mark in the world solely in connection with the Licensed Services. Licensee acknowledges that Licensor does not have trademarks rights in the Licensed Mark in
every jurisdiction throughout the world and that this grant is limited to the extent Licensor has such trademark rights. 
 2.2
Ownership. The Licensed Mark shall remain the exclusive property of Licensor and nothing in this Agreement shall give Licensed Users any right or interest in the Licensed Mark except the licenses expressly granted in this Agreement. Licensed
Users acknowledge that Licensor is the sole owner of all right, title and interest in and to the Licensed Mark, and that Licensed Users have not acquired, and shall not acquire, any right, title or interest in or to the Licensed Mark except the
right to use the Licensed Mark in accordance with the terms of this Agreement. 
 2.3 All Rights Reserved. All of
Licensor’s rights in and to the Licensed Mark, including, but not limited to, the right to use and to grant others the right to use the Licensed Mark, are reserved by Licensor. No license, right, or immunity is granted by either Party to the
other, either expressly or by implication, or by estoppel, or otherwise with respect to any trademarks, copyrights, or trade dress, or other property right, other than with respect to the Licensed Trade Name and the Licensed Mark in accordance with
Section 2.1 of this Agreement. 
 2.4 Goodwill. All use of the Licensed Mark by Licensed Users, and all
goodwill associated with such use, shall inure to the benefit of Licensor. 
 2.5 No Registration. Licensed Users shall
not register the Licensed Mark in any jurisdiction without Licensor’s express prior written consent, and Licensor shall retain the exclusive right to apply for and obtain registrations for the Licensed Mark throughout the world. 

2.6 No Challenges. Licensed Users shall not challenge the validity of the Licensed Mark, nor shall Licensed Users challenge
Licensor’s ownership of the Licensed Mark or the enforceability of Licensor’s rights therein. 
 2.7 Usage.
Licensed Users shall use the Licensed Mark in a form which is in accordance with Licensor’s usage guidelines (if and when such guidelines are reasonably adopted by Licensor from time to time) and sound trademark practice so as not to weaken the


  
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value of the Licensed Mark. Licensed Users shall use the Licensed Mark in a manner that does not derogate, based on an objective business standard, Licensor’s rights in the Licensed Mark or
the value of the Licensed Mark, and shall take no action that would, based on an objective standard, interfere with, diminish or tarnish those rights or value. 
 2.8 Marking. Licensed Users shall use the “® ,” “TM” and “SM” symbols as specified in Licensor’s usage guidelines or as directed by Licensor from time to time
in writing. 
 2.9 Protection of Mark. Licensed Users agree to cooperate with Licensor’s preparation and filing of
any applications, renewals or other documentation necessary or useful to protect and/or enforce Licensor’s intellectual property rights in the Licensed Mark. 
 2.9.1 Licensed Users shall notify Licensor promptly of any actual or threatened infringements, imitations or unauthorized uses of the Licensed Mark of which Licensed Users become aware. 

2.9.2 Licensor shall have the sole right, though it is under no obligation, to bring any action for any past, present and future
infringements of its intellectual property rights in the Licensed Mark. 
 2.9.3 Licensed Users shall cooperate with
Licensor, at Licensor’s expense for any out-of-pocket costs incurred by Licensed Users, in any efforts by Licensor to enforce its rights in the Licensed Mark or to prosecute third party infringers of the Licensed Mark. 

2.9.4 Licensor shall be entitled to retain any and all damages and other monies awarded or otherwise paid in connection with any
such action. 
 2.10 Quality Control. In order to promote the goodwill symbolized by the Licensed Mark, Licensed Users
will insure that the Licensed Services shall be of the same high quality as the services marketed or otherwise provided by Licensor. 
 2.10.1 Licensed Users shall use the Licensed Mark only in connection with services that meet or exceed generally accepted industry standards of quality and performance. 

2.10.2 Licensor shall have the right to monitor the quality of the services provided and promotional materials used by Licensed
Users, and Licensed Users shall use reasonable efforts to assist Licensor in monitoring the quality of the services provided and promotional materials used by Licensed Users. 
 2.10.3 From time to time and upon Licensor’s request, Licensed Users shall submit to Licensor samples of all materials bearing the Licensed Mark, including, without limitation, any advertising,
packaging and other publicly disseminated materials. 
 2.10.4 If Licensor discovers any improper use of the Licensed Mark
on any such submission and delivers a writing describing in detail the improper use to Licensee, Licensed Users shall remedy the improper use immediately. 

  
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 ARTICLE 3. 
 TERM AND TERMINATION 
 3.1 Term. This Agreement will commence on the
Effective Date and continue until terminated in accordance with this Article 3. 
 3.2 Termination for
Convenience. Either Party may terminate this Agreement by giving the other Party thirty (30) days’ prior written notice. 
 3.3 Termination for Changes in Ownership or Management. This Agreement and all rights and licenses granted under this Agreement shall terminate as soon as practicable, but no longer than thirty
(30) days, after (i) the termination of the management agreement, dated as of the Effective Date, between Licensee and PIMCO REIT Management, LLC, (ii) Licensee is acquired by a third party, or (iii) Licensor or any Subsidiary of
Licensor ceases to manage Licensee. 
 3.4 Termination for Loss of Control. In the event that Licensee loses Control of a
Subsidiary, all rights and licenses granted to the former Subsidiary under this Agreement shall immediately terminate. 
 3.5
Termination for Other Reasons. Termination for Licensor has the right to terminate this Agreement immediately upon written notice to Licensee if: (i) Licensee makes an assignment for the benefit of creditors; (ii) Licensee admits in
writing its inability to pay debts as they mature; (iii) a trustee or receiver is appointed for a substantial part of Licensee’s assets; or (iv) to the extent termination is required under applicable law. 

3.6 Effect of Termination. Upon termination of this agreement, Licensed Users shall cease use of the Licensed Trade Name and
Licensed Mark as soon as practicable, but no longer than thirty (30) days, after termination. Sections 2.4, 2.9.3, 2.9.4 and 3.6 and Article 4 shall survive termination of this Agreement. 

ARTICLE 4. 

GENERAL PROVISIONS 
 4.1 Indemnification. Licensed Users, at Licensed Users’ own expense, shall indemnify, hold harmless and defend Licensor, its affiliates, successors and assigns, and its and their directors,
officers, employees and agents, against any claim, demand, cause of action, debt, expense or liability (including attorneys’ fees and costs), to the extent that the foregoing (a) is based on a claim resulting solely from any service
provided or offered by Licensed Users, (b) results from a material breach, or is based on a claim that, if true, would be a material breach, of this Agreement by Licensed Users, or (c) is based upon Licensed Users’ unauthorized or
improper use of the Licensed Mark. 
 4.2 LIMITATION OF WARRANTY AND LIABILITY. LICENSOR DOES NOT MAKE WARRANTIES OF ANY
KIND, WHETHER EXPRESS, IMPLIED, RELATED TO OR ARISING OUT OF THE LICENSED MARK OR THIS AGREEMENT. 

  
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 4.2.1 LICENSOR SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ALL OTHER WARRANTIES THAT MAY OTHERWISE ARISE FROM COURSE OF DEALING, USAGE OF TRADE OR CUSTOM. 
 4.2.2 IN NO EVENT SHALL LICENSOR OR ANY OF ITS PARTNERS, MANAGERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, SUPPLIERS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION OR OTHERWISE, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE LICENSED MARK, EVEN IF LICENSOR IS EXPRESSLY ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the failure of essential purpose of any remedies available to either party. 

4.3 Non-Transferable Agreement. Licensed Users may not assign this Agreement and/or any rights and/or obligations hereunder
without the prior written consent of Licensor, which consent may be granted or withheld in Licensor’s sole and absolute discretion. Any attempted assignment without consent shall be void. 

4.4 Remedies. Licensed Users acknowledge that a material breach of Licensed Users’ obligations under this Agreement would
cause Licensor irreparable damage. Accordingly, Licensed Users agree that in the event of such breach or threatened breach, in addition to remedies at law, Licensor shall have the right to enjoin Licensed Users from the unlawful and/or unauthorized
use of the Licensed Trade Name and/or the Licensed Mark and other equitable relief to protect Licensor’s rights in the Licensed Mark. 
 4.5 Integration. This Agreement contains the entire agreement of the Parties. No promise, inducement, representation or agreement, other than as expressly set forth herein, has been made to or by
the Parties hereto. All prior agreements and understandings related to the subject matter hereof, whether written or oral, are expressly superseded hereby and are of no further force or effect. 

4.6 Binding Agreement. This Agreement shall be binding upon the Parties’ permitted assigns and successors and references to
each Party shall include such assigns and successors. 
 4.7 Amendment. This Agreement cannot be altered, amended or
modified in any respect, except by a writing duly signed by both Parties. 
 4.8 No Strict Construction. The normal rule
of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement. Headings are for reference and shall not affect the meaning of any of the provisions of
this Agreement. 

  
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 4.9 Waiver. At no time shall any failure or delay by either party in enforcing any
provisions, exercising any option, or requiring performance of any provisions, be construed to be a waiver of same. 
 4.10
Governing Law and Jurisdiction. The provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of California (excluding any conflict of law rule or principle that would refer to the laws of
another jurisdiction). Each Party hereto irrevocably submits to the jurisdiction of the state and federal courts located in California, in any action or proceeding arising out of or relating to this Agreement, and each Party hereby irrevocably
agrees that all claims in respect of any such action or proceeding must be brought and/or defended in any such court; provided, however, that matters which are under the exclusive jurisdiction of the federal courts shall be brought in
the Federal District Court for the Central District of California. Each Party hereto consents to service of process by any means authorized by the applicable law of the forum in any action brought under or arising out of this Agreement, and each
Party irrevocably waives, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

4.11 Attorney’s Fees. In the event any suit or other legal proceeding is brought for the enforcement of any of the provisions
of this Agreement, the Parties hereto agree that the prevailing party shall be entitled to recover from the other party upon final judgment on the merits reasonable attorneys’ fees (and sales taxes thereon, if any), including attorneys’
fees for any appeal, and costs incurred in bringing such suit or proceeding. 
 4.12 Relationship of the Parties. Nothing
in this Agreement will be construed as creating a joint venture, partnership or employment relationship between Licensor and Licensee or any of Licensee’s Subsidiaries. Neither Party will have the right, power or implied authority to create any
obligation or duty on behalf of the other Party. 
 4.13 Notices. Unless otherwise specified in this Agreement, all
notices shall be in writing and delivered (i) personally, (ii) by first class mail, postage prepaid, (iii) by Federal Express or its equivalent, or (iv) by confirmed electronic or digital means. All notices shall be deemed given
on the date personally delivered, when placed in the mail as specified, when delivered by Federal Express or its equivalent, or when electronic or digital confirmation is received. All notices shall be given to the addresses set forth below,
provided that either Party may change the addressees for notice by giving written notice to the other: 
 Allianz Global
Investors of America L.P. 
 680 Newport Center Drive, Suite 250 

Newport Beach, California 92660 
 Attn: General Counsel 
 PIMCO REIT, Inc. 

840 Newport Center Drive, Suite 100 
 Newport Beach, CA 92660 
 Attn: 

  
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 4.14 Counterparts. This Agreement may be executed in counterparts, by manual or
facsimile signature, each of which will be deemed an original and all of which together will constitute one and the same instrument. 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be executed as
of the Effective Date. 
  

					
	 ALLIANZ GLOBAL INVESTORS OF
 AMERICA L.P.
	 		  	PIMCO REIT, INC.
	  
	 		  	  

	(Signature)	 		  	(Signature)
	  
	 		  	  

	(Print)	 		  	(Print)
	  
	 		  	  

	(Title)	 		  	(Title)
	  
	 		  	  

	Date	 		  	Date

 [Signature Page to License Agreement]