IN ITS OWN NAME AS ARE, IN ITS REASONABLE
OPINION, NECESSARY (AT ITS COST).
6.5
VEL SHALL:
(A)
USE ALL REASONABLE ENDEAVOURS TO PROSECUTE ANY
PENDING APPLICATIONS FOR THE MARKS TO REGISTRATION AS SOON AS REASONABLY
PRACTICABLE HEREAFTER WHICH SHALL INCLUDE SEEKING IN GOOD FAITH TO OVERCOME ALL
OPPOSITIONS AND OBJECTIONS;
(B)
ENSURE THAT THE REGISTRATIONS OF SUCH OF THE MARKS
AS ARE REGISTERED ARE RENEWED AS AND WHEN THEY FALL DUE FOR RENEWAL;
(C)
UPON THE WRITTEN REASONABLE REQUEST, AND AT THE
EXPENSE OF THE LICENSEE, APPLY AND PROSECUTE FURTHER TRADE MARK REGISTRATIONS IN
THE TERRITORY WHICH FEATURE THE MARKS IN THE FORM OF THE NAMES, FOLLOWING WHICH
SUCH APPLICATIONS AND REGISTRATIONS SHALL BE ADDED TO SCHEDULE 2. THE LICENSEE
SHALL HAVE THE RIGHT TO REVIEW AND PROVIDE COMMENT ON ANY SUCH PENDING
APPLICATIONS, AND VEL SHALL, IN GOOD FAITH, CONSIDER SUCH COMMENTS; AND
(D)
MAINTAIN AND PROTECT THE GOODWILL AND REPUTATION OF
THE MARKS, PROVIDED THAT VEL SHALL NOT BE IN BREACH OF THIS CLAUSE 6.5(D) TO THE
EXTENT THAT DIMINUTION OF THE GOODWILL AND REPUTATION OF THE MARKS IS CAUSED BY
A BREACH OF THIS DEED BY THE LICENSEE OR A MEMBER OF THE NTL GROUP.
6.6
OTHER THAN THOSE ADDITIONAL TRADE MARKS
AND ADDITIONAL DOMAIN NAMES REQUESTED BY THE LICENSEE IN ACCORDANCE WITH CLAUSES
6.3 AND 6.5(C), THE COSTS OF FILING, PURSUING AND RENEWING OTHER FORMAL TRADE
MARK APPLICATIONS AND OTHER ANY REGISTRATIONS IN THE TERRITORY FOR ANY OF THE
MARKS AND THE DOMAIN NAMES UNDER CLAUSE 6 WHICH RELATE IN WHOLE OR IN PART TO
THE LICENSED ACTIVITIES SHALL BE PAID IN FULL AND IN A TIMELY MANNER BY VEL.
6.7
THE LICENSEE SHALL AND SHALL PROCURE THAT
RELEVANT MEMBERS OF THE NTL GROUP SHALL, AT THE REASONABLE REQUEST AND EXPENSE
OF VEL, PROVIDE REASONABLE ASSISTANCE IN CONNECTION WITH THE PROTECTION AND
MAINTENANCE BY VEL OF ITS RIGHTS IN AND TO THE MARKS AS VEL MAY FROM TIME TO
TIME IN ITS REASONABLE DISCRETION DETERMINE NECESSARY INCLUDING PROVIDING
DETAILS OF SALES FIGURES, CUSTOMER NUMBERS, MARKETING SPEND, LAUNCH DATES AND
DATES OF FIRST USE OF THE MARKS BY THE MEMBERS OF THE NTL GROUP.
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6.8
WITHOUT PREJUDICE TO THE RIGHTS OF THE
MEMBERS OF THE NTL GROUP UNDER THIS DEED, THE LICENSEE SHALL AND SHALL PROCURE
THAT RELEVANT MEMBERS OF THE NTL GROUP SHALL IMMEDIATELY STOP USING, OR AS VEL
MAY DIRECT, MODIFY THE USE OF, ANY MARKS IN RELATION TO ANY PART OR PARTS OF THE
LICENSED ACTIVITIES, ON RECEIPT OF WRITTEN NOTICE FROM VEL THAT SUCH USE
INFRINGES OR IS REASONABLY LIKELY TO INFRINGE THE INTELLECTUAL PROPERTY RIGHTS
OF A THIRD PARTY (OTHER THAN ANY VIRGIN COMPANY) PROVIDED ALWAYS THAT:
(A)
VEL GIVES THE LICENSEE FULL DETAILS OF THE ALLEGED
INFRINGEMENT, TOGETHER WITH A WRITTEN OPINION FROM COMPETENT EXTERNAL AND
INDEPENDENT LEGAL COUNSEL SPECIALISING IN INTELLECTUAL PROPERTY LAW TO THE
EFFECT THAT SUCH USE CONSTITUTES, OR IS REASONABLY LIKELY TO CONSTITUTE, AN
INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY;