PROVIDED IN SECTION 4.2(C), IN LIEU OF REPLACEMENT, REFURBISHMENT OR REPAIR OF
DEFECTIVE OR NON-CONFORMING RELOADS; AND (II) REIMBURSE ISRG FOR REASONABLE
COSTS AND EXPENSES INCURRED BY ISRG ASSOCIATED WITH (A) THE INITIAL SHIPMENTS OF
THE RECALLED RELOADS, AND (B) CUSTOMERS' RETURN OF THE RECALLED RELOADS AND
SHIPMENT OF REPLACEMENT RELOADS TO CUSTOMERS.
PMII SHALL USE ITS REASONABLE
EFFORTS TO CORRECT, AS PROMPTLY AS IS PRACTICABLE, PROBLEMS OR OTHER ISSUES
WHICH RESULT IN PMII RECALLS.
IF ANY RECALL RESULTS SOLELY FROM AN ACT OR
OMISSION OF ISRG OR ITS AGENTS OR EMPLOYEES, ISRG SHALL REIMBURSE PMII FOR ITS
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCIDENT TO SUCH RECALL.
6.
USE OF TRADEMARKS.
ALL RELOADS ORDERED BY ISRG UNDER THIS
AGREEMENT SHALL BEAR SOLELY SUCH TRADEMARKS, SERVICE MARKS, TRADE NAMES, AND
LOGO IDENTIFICATIONS OWNED BY OR LICENSED TO ISRG ("TRADEMARKS") AS ISRG SHALL
SPECIFY, AND NO OTHERS, EXCEPT TO THE EXTENT REQUIRED BY DEVICE REGULATION OR
REQUIRED OR PERMITTED BY THE LICENSE AGREEMENT.
PMII SHALL HAVE NO RIGHT OR
LICENSE TO USE ANY SUCH TRADEMARK (OTHER THAN TO AFFIX IT TO THE PACKAGING AND
LABELING OF THE RELOADS SOLD TO ISRG UNDER THIS AGREEMENT) AND SHALL NOT USE ANY
SUCH TRADEMARK ON OR WITH RESPECT TO ANY RELOAD OR SERVICE PROVIDED TO ANY
PERSON OTHER THAN ISRG.
ALL GOODWILL RELATING TO OR DEVELOPED WITH RESPECT TO
ANY SUCH TRADEMARK SHALL BELONG EXCLUSIVELY TO ISRG OR ITS AFFILIATES.
PMII
WILL NOT CHALLENGE THE VALIDITY OF ANY SUCH TRADEMARK OR USE A MARK THAT IS
DECEPTIVELY SIMILAR TO ANY OF THE TRADEMARKS USED FROM TIME TO TIME BY ISRG OR
ANY ISRG AFFILIATE IN CONNECTION WITH ANY RELOADS.
7.
RELOAD DOCUMENTATION.
7.1.
REPRESENTATION REGARDING RELOAD DOCUMENTATION.
PMII HEREBY
REPRESENTS AND WARRANTS TO ISRG THAT THE RELOAD DOCUMENTATION: (I) IS, AS OF THE
DATE OF THIS AGREEMENT, CURRENT, ACCURATE IN ALL MATERIAL RESPECTS, AND
SUFFICIENT IN DETAIL AND CONTENT TO IDENTIFY AND DESCRIBE THE RELOAD; AND (II)
WILL BE UPDATED BY PMII, AS REQUIRED BY SECTION 7.2 BELOW, SO THAT IT REMAINS
CURRENT, ACCURATE IN ALL MATERIAL RESPECTS, AND SUFFICIENT IN DETAIL AND CONTENT
TO IDENTIFY AND DESCRIBE THE RELOAD.
7.2.
UPDATES.
PMII WILL UPDATE THE RELOAD DOCUMENTATION FROM TIME TO
TIME TO REFLECT ALL ANY MATERIAL CHANGES TO ALL RELOADS, SUCH UPDATES TO BE
COMPLETED BY PMII AS PROMPTLY AS PRACTICABLE AFTER SUCH CHANGES ARE MADE.
PMII
WILL DELIVER A COMPLETE COPY OF THE RELOAD DOCUMENTATION TO ISRG, AS ISRG MAY
REQUEST FROM TIME TO TIME.
8.
TERM AND TERMINATION.
8.1.
TERM.
THIS AGREEMENT SHALL TAKE EFFECT ON THE AGREEMENT DATE AND,
UNLESS OTHERWISE TERMINATED PURSUANT TO SECTION 8.2, SHALL REMAIN IN EFFECT FOR
AN INITIAL TERM ENDING SIX (6) YEARS AFTER THE FIRST COMMERCIAL SALE OF THE
DEVICE ("INITIAL TERM").
AFTER THE
13
Initial Term, this Agreement shall automatically renew for further twelve (12)
month terms, unless (a) the Agreement terminated by either party giving written
notice not later than one hundred and twenty (120) days before the end of the
Initial