SHALL PROMPTLY AMEND
THIS AGREEMENT TO UPDATE PART B OF SCHEDULE 1.39, AT WHICH TIME THE
REPRESENTATIONS AND WARRANTIES PROVIDED BY SEPRACOR UNDER SECTION 16.2 SHALL BE
REPEATED IN RESPECT OF SUCH OTHER TRADEMARKS.
13.2.
OWNERSHIP. SEPRACOR SHALL OWN, AND IS HEREBY ASSIGNED, ALL
RIGHT, TITLE AND INTEREST IN AND TO ALL TRADEMARKS USED FOR THE PRODUCT IN THE
GSK TERRITORY, INCLUDING, THE PRODUCT TRADEMARKS AND OTHER TRADEMARKS, AND
INCLUDING ANY INTELLECTUAL PROPERTY RIGHTS IN THE PRODUCT TRADEMARKS AND OTHER
TRADEMARKS, BUT NOT INCLUDING ANY COMPANY MARKS OR LOGOS OF GSK OR ITS
AFFILIATES.
13.3.
REGISTRATION OF TRADEMARKS OF THE PRODUCT IN THE GSK
TERRITORY. SEPRACOR SHALL, IN A TIMELY MANNER, FILE, SEEK REGISTRATION AND
MAINTAIN, FOR THE TERM OF THIS AGREEMENT AND FOR ANY TIME GSK CONTINUES TO USE
THE PRODUCT TRADEMARKS AND OTHER TRADEMARKS IN ACCORDANCE WITH THE WIND-DOWN
PERIOD IN SECTION 15.2(A) AND/OR SECTION 15.3(A), [**], APPROPRIATE
REGISTRATIONS AND PROSECUTE AND DEFEND OPPOSITIONS TO APPLICATIONS FOR SUCH
REGISTRATIONS FOR THE PRODUCT TRADEMARKS AND OTHER TRADEMARKS IN THE GSK
TERRITORY. FOR THE AVOIDANCE OF DOUBT, SEPRACOR SHALL PERFORM SUCH ACTIONS IN
ALL COUNTRIES IN THE GSK TERRITORY WHERE THE PRODUCT TRADEMARKS AND OTHER
TRADEMARKS WILL BE USED IN ACCORDANCE WITH THIS AGREEMENT AND SHALL FILE
APPLICATIONS IN TIME FOR RELEVANT MAAS TO BE GRANTED AND FOR LAUNCH OF THE
PRODUCT TO PROGRESS IN ACCORDANCE WITH THE COMMERCIALIZATION PLAN. AT GSK'S
REQUEST, SEPRACOR WILL KEEP GSK INFORMED OF THE STATUS OF SUCH APPLICATIONS,
REGISTRATIONS, ACTIONS AND RELEVANT PROCEEDINGS.
13.4.
GRANT OF LICENSE. SUBJECT TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT, SEPRACOR HEREBY GRANTS TO GSK AN EXCLUSIVE LICENSE TO USE THE
PRODUCT TRADEMARKS AND OTHER TRADEMARKS, INCLUDING AS A DOMAIN NAME OR PART
THEREOF, TO PACKAGE, MARKET, PROMOTE, DISTRIBUTE, IMPORT, OFFER FOR SALE AND
SELL THE PRODUCT IN THE GSK TERRITORY DURING THE TERM AND IN ACCORDANCE WITH
THIS AGREEMENT. ANY USE OF THE PRODUCT TRADEMARKS AND OTHER TRADEMARKS SHALL
INURE TO THE SOLE BENEFIT OF SEPRACOR.
13.5.
TRADEMARK RESTRICTIONS. DURING THE TERM OF THIS AGREEMENT,
SEPRACOR MAY NOT USE, OR AUTHORIZE A THIRD PARTY NOT ALREADY AUTHORIZED TO USE,
THE PRODUCT TRADEMARKS AND OTHER TRADEMARKS (OR ANY MARKS WHICH ARE CONFUSINGLY
SIMILAR TO THE PRODUCT TRADEMARKS AND OTHER TRADEMARKS TAKING INTO ACCOUNT THE
NATURE OF THE USE, INCLUDING THE SIMILARITY OR DISSIMILARITY OF THE RELEVANT
GOODS) IN ANY COUNTRY OF THE GSK TERRITORY OR SEPRACOR TERRITORY FOR THE
PACKAGING, MARKETING, PROMOTION, DISTRIBUTION, IMPORTATION, OFFERING FOR SALE
AND SALE OF THE PRODUCT OR ANY OTHER PRODUCT. SEPRACOR ALSO AGREES NOT TO USE OR
AUTHORIZE ANOTHER TO USE DURING THE TERM OF THIS AGREEMENT, THE LUNESTA®
TRADEMARK (OR ANY CONFUSINGLY SIMILAR MARK TAKING
CONFIDENTIAL
into account the nature of the use, including the similarity or dissimilarity of
the relevant goods) in any country of the GSK Territory for the packaging,
marketing, promotion, distribution, importation, offering for sale and sale of
any products within the GSK Territory. For the avoidance of doubt, where this
Agreement allows Sepracor or GSK