Distributorship Agreement by Distributor or other failure by Distributor to
observe or perform any of the terms of this Distributorship Agreement, or [ii]
of a bankruptcy of Licensor, Licensor shall assign to Distributor all of its
rights to the KONG Marks and the goodwill associated therewith, including any
and all trademark registrations and trademark applications throughout the world,
and Licensor shall cease-and-desist all use of the KONG Marks and any
confusingly similar marks.
7.3
Patent Rights in the Products.
Licensor has applied for patent protection
of the Products in the United States, Application Serial No. 12/284256, and may
in the future file additional new or continuing patent applications in the
United States or elsewhere for the Products ("Patent Rights").
Licensor hereby
grants to Distributor an exclusive (within the Territory), royalty-free, license
to use the Patent Rights during the existence of this Distributorship Agreement
solely in connection with the marketing, distribution and sale of the
Products.
In the event [i] that Licensor determines to terminate this
Distributorship Agreement for any reason, other than as a result of a material
breach of any of the terms and conditions of this Distributorship Agreement by
Distributor or other failure by Distributor to observe or perform any of the
terms of this Distributorship Agreement, or [ii] of a bankruptcy of Licensor,
Licensor shall grant to Distributor a license for the remainder of the Term to
any patents in the United States or elsewhere that have issued for the Products
during this Distributorship Agreement, together with any inventions or
improvements now or hereafter embodied in the Products (whether or not patented
or patentable in any jurisdiction) during the term of this Distribution
Agreement.
Distributor shall pay a reasonable royalty fee to Licensor for such
license of the Patent Rights in an amount to be agreed upon by the
parties.
Further, upon either of the events described in [i] or [ii] above,
Licensor shall provide to Distributor all technical information and know-how
necessary for Distributor to manufacture the Products or to source the Products
from a third party and shall provide Distributor with full and immediate access
to the manufacturer of the Products and facilitate the introduction of
Distributor to such manufacturer and provide Distributor with copies, at
Licensor's expense, of all information and materials pertaining to the
manufacture of the Products.
Page 7 of 19
7.4
Protection of Intellectual Property Rights.
The Distributor acknowledges
and agrees that the Products, brand names, trademarks, label and container
designs, patents, copyrighted material and like property and rights in
connection therewith (collectively, the "Intellectual Property") are and shall
remain the absolute property of the Licensor subject to the exceptions for the
"KONG" Marks in Section 7.2(A) and the Patent Rights in Section 7.3 of this
Distributorship Agreement.
Distributor shall immediately inform the Licensor of
any infringements on the Licensor's rights to its Intellectual Property that
come to the Distributor's attention, and if requested, the Distributor will
assist the Licensor, at the Licensor's expense, in taking all reasonable steps
as