THEY ARE NOT
CURRENTLY THE SUBJECT OF APPLICATION OR REGISTRATION, AS SHALL BE REASONABLY
NECESSARY OR APPROPRIATE.
THE EXPENSES INCURRED BY LICENSOR IN APPLYING AND
REGISTERING THE TRADEMARKS IN SUCH OTHER COUNTRIES SHALL BE PAID FOR BY
LICENSOR.
Article VI -
Trademark Protection
6.1
LICENSEE AGREES TO ASSIST LICENSOR, TO THE EXTENT REASONABLY REQUIRED OR
REQUESTED BY LICENSOR, TO PRESERVE, MAINTAIN AND ENFORCE THE TRADEMARKS IN THE
TERRITORY.
6.2
LICENSOR AND LICENSEE EACH RECOGNIZE THAT IT IS IMPORTANT TO PROTECT THE
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TRADEMARKS FROM INFRINGEMENT OR ENCROACHMENT IN THE TERRITORY.
THEREFORE,
EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED OR LIMITED BY APPLICABLE LAW, LICENSOR
AUTHORIZES LICENSEE TO COMMENCE AND PROSECUTE ANY CLAIMS OR SUITS FOR
INFRINGEMENT IN LICENSEE'S OWN NAME AS EXCLUSIVE LICENSEE, JOINING LICENSOR OR
ANY OTHER NECESSARY RELATED COMPANY AS A PARTY IF ADVISABLE OR IF REQUIRED BY
THE LAW OF THE PARTICULAR FORUM.
IF LICENSEE ELECTS NOT TO PROCEED TO TAKE
ACTION AGAINST A PARTICULAR INFRINGEMENT UNDER THIS AGREEMENT, LICENSOR MAY
CHOOSE TO PROCEED AND TO JOIN LICENSEE AS A PARTY, AT LICENSOR'S SOLE COST AND
EXPENSE.
IF SUCH ACTION IS COMMENCED BY LICENSOR, LICENSEE SHALL COOPERATE
FULLY.
6.3
IF LICENSEE CANNOT TAKE UNILATERAL ACTION TO ENFORCE THE TRADEMARKS, LICENSOR
AGREES THAT IT SHALL EITHER JOIN LICENSEE AS A COMPLAINING PARTY OR IT SHALL
COMMENCE PROCEEDINGS IN LICENSOR'S OWN NAME OR TAKE ANY OTHER ACTION NECESSARY
OR ADVISABLE TO PROTECT THE TRADEMARKS FROM INFRINGEMENT.
LICENSOR SHALL ALSO
BE OBLIGATED TO TAKE SUCH ACTION OR TO COMMENCE PROCEEDINGS TO PROTECT THE
TRADEMARKS IN THE TERRITORY.
THE COSTS AND EXPENSES OF ANY SUCH ACTION OR
PROCEEDINGS SHALL BE APPORTIONED IN ACCORDANCE WITH THE TERMS AND CONDITIONS TO
BE AGREED UPON BETWEEN LICENSOR AND LICENSEE, AT THAT TIME.
6.4
IF THERE IS ANY MONETARY RECOVERY IN ANY ACTION PROSECUTED BY LICENSEE ON ITS
OWN, LICENSEE SHALL HAVE THE RIGHT TO RETAIN ALL SUCH AMOUNTS RECOVERED, UNLESS
THE PARTIES SHALL AGREE OTHERWISE.
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6.5
LICENSEE AGREES THAT IT WILL NOT, DURING THE TERM OF THIS LICENSE AGREEMENT OR
THEREAFTER, CONTEST THE LICENSOR'S OWNERSHIP, TITLE OR RIGHTS IN AND TO THE
TRADEMARKS, OR CONTEST THE VALIDITY OF THIS LICENSE AGREEMENT OR ITS BINDING
EFFECT ON LICENSEE.
Article VII -
Sublicense
7.1
LICENSOR AND LICENSEE SHALL CONSULT IN GOOD FAITH CONCERNING ANY PROPOSED
SUBLICENSING ARRANGEMENT AND LICENSOR SHALL NOT UNREASONABLY DELAY, DENY OR
WITHHOLD ANY CONSENT OR APPROVAL.
IN ALL SUBLICENSING ARRANGEMENTS, LICENSEE
SHALL RETAIN ALL PAYMENT OF ROYALTIES FOR SUBLICENSEE'S PERFORMANCE PURSUANT TO
THE SUBLICENSE. ANY SUBLICENSE AGREEMENT SHALL BE CONDITIONED ON (A) THE
SUBLICENSEE IN WRITING ASSUMING ALL OF THE LICENSEE'S OBLIGATIONS UNDER THIS
AGREEMENT AND (B) LICENSEE REMAINING LIABLE WITH RESPECT TO SUCH OBLIGATIONS.
Article VIII -
Termination for Insolvency Or Bankruptcy of Licensee
8.1
IF LICENSEE FILES A PETITION IN BANKRUPTCY, OR BY EQUIVALENT PROCEEDING IS
ADJUDICATED A BANKRUPT, OR A PETITION IN BANKRUPTCY IS FILED AGAINST LICENSEE,
OR IF LICENSEE BECOMES INSOLVENT OR MAKES AN ASSIGNMENT FOR THE BENEFIT OF
CREDITORS OR ANY ARRANGEMENT PURSUANT TO ANY