6.03 BELOW; AND (II) THE RIGHT TO CONDUCT DEVELOPMENT
AND RELATED ACTIVITIES AND TO MANUFACTURE AND HAVE MANUFACTURED THE PRODUCT TO
THE EXTENT SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT, SUBJECT TO THE TERMS AND
CONDITIONS HEREOF.
SECTION 2.02
SUBLICENSES.
NOTHING HEREIN SHALL
RESTRICT SCHERING FROM DISTRIBUTING, MARKETING AND SELLING PRODUCT THROUGH OR
WITH SUBLICENSEES, DISTRIBUTORS OR SALES REPRESENTATIVES; PROVIDED, HOWEVER,
THAT SCHERING SHALL NOT ENTER INTO A SUBLICENSE AGREEMENT WITH RESPECT TO THE
MARKETING OR SALE OF THE PRODUCT IN THE UNITED STATES OR THE EU (EXCEPT WHERE
SUCH SUBLICENSE AGREEMENT IS WITH AN AFFILIATE) WITHOUT FIRST PROVIDING AT LEAST
FOUR (4) WEEKS' WRITTEN NOTICE TO SONUS OF ITS INTENTION TO ENTER INTO SUCH A
SUBLICENSE AGREEMENT, SUCH NOTICE TO INCLUDE THE NAME OF THE PROPOSED
SUBLICENSEE.
IF SONUS, WITHIN TWO WEEKS OF RECEIPT OF SCHERING'S NOTICE,
DEMONSTRATES IN WRITING TO SCHERING THAT THE SUBLICENSEE LACKS THE NECESSARY
FINANCIAL, REGULATORY OR MARKETING RESOURCES OR EXPERTISE TO FULFILL THE
OBLIGATIONS OF SCHERING IN THE COUNTRY OR REGION IN WHICH THE
10
SUBLICENSE IS TO BE GRANTED, AS AND WHEN SUCH OBLIGATIONS ARISE, THEN SCHERING
SHALL NOT, WITHOUT THE PRIOR WRITTEN AGREEMENT OF SONUS, ENTER INTO THE PROPOSED
SUBLICENSE AGREEMENT WITH SUCH PROPOSED SUBLICENSEE.
ANY SUBLICENSE GRANT MADE
BY SCHERING HEREUNDER SHALL BE MADE SUBJECT TO THE APPLICABLE TERMS OF THIS
AGREEMENT AND SHALL IMPOSE RESTRICTIONS AND CONDITIONS UPON SUBLICENSEES THAT
ARE CONSISTENT WITH THOSE IMPOSED UPON SCHERING BY THIS AGREEMENT.
SCHERING
SHALL REMAIN FULLY RESPONSIBLE FOR THE PERFORMANCE AND CONDUCT OF ITS
SUBLICENSEES UNDER THE TERMS OF THIS AGREEMENT, INCLUDING ANY BREACH OF THE
TERMS HEREOF BY SUCH SUBLICENSEES.
PROMPTLY AFTER THE EXECUTION OF EACH
SUBLICENSE, SCHERING WILL PROVIDE TO SONUS A TRUE AND COMPLETE COPY OF SUCH
SUBLICENSE; PROVIDED THAT SCHERING MAY REDACT ANY FINANCIAL AND OTHER
INFORMATION TO THE EXTENT NOT REQUIRED TO ENABLE SONUS TO MONITOR COMPLIANCE
WITH THIS AGREEMENT.
SECTION 2.03
TRADEMARKS.
(a)
Subject to the terms and conditions of this
Agreement, including without limitation Section 6.04, Sonus hereby grants to
Schering a non-exclusive royalty-free license and right to use the Sonus Marks
in connection with the manufacture, use, Development and Commercialization of
the Product in the Territory for use in the Field, with the right to sublicense
to sublicensees in accordance with Section 2.02.
Nothing herein shall preclude
Sonus or any of its licensees from using the Sonus Marks in the ordinary course
of business for products other than the Product, or outside of the Field.
(b)
Schering acknowledges that the Sonus Marks
being licensed to Schering pursuant to this Agreement belong to Sonus and that
Schering shall have no rights in such Sonus Marks except pursuant to the license
granted herein.
If Schering elects to use the Sonus Marks in connection with
its Commercialization of the Product, Schering shall use the Sonus Marks in the
exact form registered by Sonus, including without limitation, the ® symbol or TM
symbol, as applicable.
Any other use of the Sonus Marks shall be subject to the
prior