ANY PART OF SUCH ADDRESS.
(C)
IF GLOBAL TRADEMARKS ARE USED BY FOVEA TO
PROMOTE AND SELL THE PRODUCT IN THE FOVEA TERRITORY, THEN THE FOLLOWING
PROVISIONS SHALL APPLY:
DYAX SHALL GRANT FOVEA AN EXCLUSIVE LICENSE (INCLUDING
THE RIGHT TO GRANT SUBLICENSES) TO USE THE GLOBAL TRADEMARKS TO COMMERCIALIZE
THE PRODUCT IN THE FOVEA TERRITORY.
FOVEA AGREES THAT THE QUALITY OF THE
PRODUCT AND THE MANUFACTURE AND COMMERCIALIZATION THEREOF SHALL BE CONSISTENT
WITH CUSTOMARY STANDARDS OF QUALITY IN THE BIOPHARMACEUTICALS INDUSTRY.
IN
ADDITION, FOVEA SHALL COMPLY STRICTLY WITH DYAX'S TRADEMARK STYLE AND USAGE
STANDARDS THAT DYAX COMMUNICATES TO FOVEA FROM TIME TO TIME WITH RESPECT TO THE
GLOBAL
* Confidential Treatment Requested.
Omitted portions filed with the Commission.
39
TRADEMARKS.
FOVEA SHALL AT ITS OWN EXPENSE, AT THE REQUEST OF DYAX FROM TIME TO
TIME, SUBMIT TO DYAX FOR APPROVAL A REASONABLE NUMBER OF PRODUCTION SAMPLES OF
THE PRODUCT AND RELATED PACKAGING MATERIALS.
IN THE EVENT THAT DYAX REASONABLY
OBJECTS TO THE USAGE OF THE GLOBAL TRADEMARKS OWNED BY IT IN CONNECTION WITH ANY
SAMPLE, IT SHALL GIVE WRITTEN NOTICE OF SUCH OBJECTION TO FOVEA WITHIN [*****]
OF RECEIPT BY DYAX OF THE SAMPLE, SPECIFYING THE WAY IN WHICH SUCH USAGE OF ITS
GLOBAL TRADEMARKS FAILS TO MEET THE STYLE, USAGE OR QUALITY STANDARDS FOR THE
PRODUCT SET FORTH IN THE FIRST TWO SENTENCES OF THIS SECTION 8.8(C), AND, IF AND
TO THE EXTENT SO REQUESTED BY DYAX, FOVEA SHALL IMMEDIATELY CEASE SALE AND
DISTRIBUTION OF THE PRODUCT.
IF FOVEA HAS CEASED SALE AND DISTRIBUTION OF THE
PRODUCT PURSUANT TO THE IMMEDIATELY PRECEDING SENTENCE AND WISHES TO CONTINUE TO
DISTRIBUTE AND SELL THE PRODUCT, IT MUST REMEDY THE FAILURE AND SUBMIT FURTHER
SAMPLES TO DYAX FOR APPROVAL.
(D)
DYAX WILL USE DILIGENT EFFORTS TO ESTABLISH,
MAINTAIN AND ENFORCE THE GLOBAL TRADEMARKS DURING THE TERM, PROVIDED THAT, AT
THE ELECTION OF FOVEA, FOVEA SHALL HAVE THE RIGHT TO ENFORCE THE GLOBAL
TRADEMARKS (IF BEING USED BY FOVEA) AGAINST AN INFRINGER THEREOF IN THE FOVEA
TERRITORY IF SUCH INFRINGEMENT IS LIMITED ONLY TO THE FOVEA TERRITORY AND IF
DYAX REASONABLY AGREES THAT SUCH ACTION WOULD NOT JEOPARDIZE THE GLOBAL
TRADEMARK IN ANY JURISDICTION OUTSIDE THE FOVEA TERRITORY.
[*****]
(E)
IN THE EVENT EITHER PARTY BECOMES AWARE OF
ANY INFRINGEMENT OF ANY PRODUCT TRADEMARK BY A THIRD PARTY, SUCH PARTY SHALL
PROMPTLY NOTIFY THE OTHER PARTY AND THE PARTIES SHALL CONSULT WITH EACH OTHER
AND JOINTLY DETERMINE THE BEST WAY TO PREVENT SUCH INFRINGEMENT, INCLUDING,
WITHOUT LIMITATION, BY THE INSTITUTION OF LEGAL PROCEEDINGS AGAINST SUCH THIRD
PARTY.
ARTICLE IX
CONFIDENTIALITY AND PUBLICITY
SECTION 9.1
CONFIDENTIAL INFORMATION.
DURING THE TERM AND FOR [*****] AFTER ANY TERMINATION OR EXPIRATION THEREOF,
EACH PARTY AGREES TO KEEP IN CONFIDENCE AND NOT TO DISCLOSE TO ANY THIRD PARTY,
OR USE FOR ANY PURPOSE, EXCEPT PURSUANT TO, AND IN ORDER TO CARRY OUT, THE TERMS
AND OBJECTIVES OF THIS AGREEMENT, ANY CONFIDENTIAL INFORMATION OF THE OTHER
PARTY.
AS USED HEREIN, "CONFIDENTIAL INFORMATION" SHALL MEAN ALL TRADE SECRETS