AND ANY OTHER INDICIA OF SOURCE OR SPONSORSHIP OF GOODS AND
SERVICES, ALL DESIGNS AND LOGOTYPES RELATED TO THE ABOVE, IN ANY AND ALL FORMS,
AND ALL REGISTRATIONS AND APPLICATIONS FOR REGISTRATION THEREOF, TOGETHER WITH
ALL OF THE GOODWILL RELATED TO THE FOREGOING.
1.11
"ORANGE DOT MARK" MEANS THE MARK SET FORTH ON
EXHIBIT A-2.
1.12
"PROMOTIONAL MATERIALS" MEANS ANY ARTWORK,
ADVERTISING MATERIAL, DISPLAY MATERIAL, BROCHURE, POSTER, INTERNAL AND EXTERNAL
SIGNAGE, OR OTHER MATERIAL USED TO ADVERTISE OR PROMOTE PRODUCTS OR SERVICES, IN
ANY MEDIA NOW EXISTING OR HEREAFTER IN EXISTENCE.
1.13
"RETAINED BOISE MARKS" MEANS THE MARKS SET FORTH
IN EXHIBIT B.
1.14
"RETAINED BUSINESSES" MEANS SELLER'S OTHER
BUSINESSES.
1.15
"RUN-OFF MARKS" MEANS THE MARKS AS SET FORTH IN
EXHIBIT C.
1.16
"RUN-OFF PERIOD" MEANS:
(I) WITH RESPECT TO
SIGNAGE, A PERIOD OF TWO (2) YEARS FOLLOWING THE CLOSING DATE; (II) WITH RESPECT
TO VEHICLES, A PERIOD OF FIVE (5) YEARS FOLLOWING THE CLOSING DATE; (III) WITH
RESPECT TO OFFICE SUPPLIES (E.G., STATIONERY AND BUSINESS CARDS), A PERIOD OF
NINETY (90) DAYS FOLLOWING THE CLOSING DATE; (IV) WITH RESPECT TO INTERNET
DOMAIN NAMES, E-MAIL DOMAIN NAMES AND WEBSITES, A PERIOD OF SIX (6) MONTHS
FOLLOWING THE CLOSING DATE; (V) FOR LICENSEE ONLY, WITH RESPECT TO ANY PAPER
PRODUCTS, PACKAGING FOR PAPER PRODUCTS, AND PROMOTIONAL MATERIALS, FOR A PERIOD
OF THREE (3) YEARS FOLLOWING THE CLOSING DATE; AND (VI) FOR LICENSOR ONLY, WITH
RESPECT TO ANY WOOD PRODUCTS, PACKAGING FOR WOOD PRODUCTS, AND PROMOTIONAL
MATERIALS, FOR A PERIOD OF THREE (3) YEARS FOLLOWING THE CLOSING DATE.
2
1.17
"SUBLICENSE AGREEMENT" MEANS THE DOCUMENT
PURSUANT TO WHICH ANY PERSON HAS BEEN GRANTED A SUBLICENSE BY LICENSEE PURSUANT
TO SECTION 2.2.
1.18
"SUBLICENSEE" MEANS ANY PERSON TO WHOM LICENSEE
HAS GRANTED A SUBLICENSE PURSUANT TO SECTION 2.2.
1.19
"TERM" SHALL HAVE THE MEANING SET FORTH IN
SECTION 9.1.
1.20
"TERMINATION DATE" MEANS THE DATE UPON WHICH THE
TERM ENDS IN ACCORDANCE WITH ARTICLE 9.
2.
GRANT OF LICENSES.
2.1
GRANT OF TRADEMARK LICENSES.
SUBJECT TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT, LICENSOR HEREBY GRANTS TO LICENSEE A
ROYALTY-FREE, FULLY-PAID, WORLDWIDE, NON-TRANSFERABLE (EXCEPT IN ACCORDANCE WITH
SECTION 10.9), AND EXCLUSIVE RIGHT AND LICENSE (SUBJECT TO LICENSOR'S RETAINED
RIGHTS SET FORTH IN SECTION 2.3), WITH THE RIGHT TO SUBLICENSE (SOLELY IN
ACCORDANCE WITH
SECTION 2.2,) TO USE THE BOISE MARKS FOR ANY PURPOSE OTHER THAN
IN CONNECTION WITH THE RETAINED BUSINESSES DURING THE TERM, PROVIDED, THAT
LICENSEE SHALL OBTAIN LICENSOR'S PRIOR WRITTEN CONSENT TO ANY USE OF THE BOISE
MARKS OUTSIDE THE FIELD OF USE, SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR
DELAYED; PROVIDED FURTHER, THAT IN NO EVENT SHALL LICENSEE USE THE BOISE MARKS
IN ANY MANNER WHATSOEVER IN CONNECTION WITH THE RETAINED BUSINESSES.
2.2
SUBLICENSE RIGHTS.
(A)
LICENSEE SHALL BE ENTITLED TO SUBLICENSE
THE RIGHTS GRANTED IN SECTION 2.1 TO THE BOISE MARKS DURING THE TERM (I) WITHIN
THE FIELD OF USE TO ANY PERSON IN CONNECTION WITH THE OPERATION OF LICENSEE'S
BUSINESS WITHOUT CONSENT, OR (II) OUTSIDE THE