ANY ESTABLISHMENT OR PLACE (INCLUDING
THE INTERNET AND ANY WEBSITES) ALL REPRESENTATIONS OF THE MARKS INCLUDING ALL
SIGNS OR DISPLAY MATERIAL BEARING THE MARKS WHERE IT IS REASONABLY PRACTICABLE
OR FINANCIALLY PROPORTIONATE TO REMOVE SUCH REPRESENTATIONS;
(C)
DELIVER (AT ITS EXPENSE) TO VEL (OR TO ANY PERSON,
FIRM OR COMPANY NOMINATED BY VEL) SUCH PRODUCTS AND OTHER MATERIALS IN ITS
POSSESSION OR UNDER ITS CONTROL WHICH REPRODUCE OR DISPLAY THE MARKS OR, AT THE
ELECTION OF VEL, DESTROY SUCH PRODUCTS AND OTHER MATERIALS AND PROVIDE VEL WITH
SATISFACTORY EVIDENCE OF THEIR DESTRUCTION, PROVIDED THAT THE LICENSEE SHALL BE
ENTITLED TO SELL AND/OR DISTRIBUTE TO EXISTING CUSTOMERS ONLY ANY EXISTING
PRODUCTS AND/OR MATERIALS PRODUCED IN RELATION TO THE LICENSED ACTIVITIES DURING
THE ONE HUNDRED AND EIGHTY (180) DAY PERIOD FOLLOWING TERMINATION OR EXPIRY;
NOTWITHSTANDING THE FOREGOING, THE LICENSEE SHALL HAVE THE ABSOLUTE RIGHT TO
RE-BRAND OR OTHERWISE REMOVE, DELETE OR COVER UP THE MARKS ON ANY PRODUCTS OR
MATERIALS AND TO SELL, DISTRIBUTE AND MARKET SUCH PRODUCTS OR MATERIALS SO LONG
AS THE MARKS ARE NOT DISPLAYED ON SUCH PRODUCTS OR MATERIALS AND IT IS OBVIOUS
THAT THE MARKS WERE PREVIOUSLY DISPLAYED ON SUCH PRODUCTS OR MATERIALS;
(D)
CHANGE ITS NAME TO A NAME THAT DOES NOT INCORPORATE
THE MARKS OR ANY PART THEREOF OR ANYTHING COLOURABLY SIMILAR THERETO OR STARTING
WITH "V" (INCLUDING A NAME CONSISTING OF "V" BY ITSELF) AND CEASE TO USE THE
NAME "VIRGIN" AS A BUSINESS OR TRADING NAME OR PART THEREOF,
provided that in relation to any early termination under clause 9.2(f) or
9.3(f), any damaging use of the Marks or any material breach of this Deed giving
rise to such termination shall cease immediately upon termination.
9.11
FOR THE AVOIDANCE OF DOUBT,
NOTWITHSTANDING THE TIME LIMITS SET OUT IN CLAUSES 9.2, 9.3 AND 9.8, THE PARTIES
SHALL BE UNDER AN OBLIGATION TO REMEDY ANY BREACH AS SOON AS REASONABLY
PRACTICABLE.
9.12
TERMINATION OF THIS DEED FOR ANY REASON
SHALL OTHERWISE BE WITHOUT PREJUDICE TO THE RIGHTS OF EITHER PARTY WHICH
MAY HAVE ACCRUED UP TO THE DATE OF SUCH TERMINATION OR DURING THE PHASE OUT
PERIOD UNDER CLAUSE 9.10. IN ADDITION, IN RELATION TO A TERMINATION PURSUANT TO
CLAUSE 9.7(B), THE LICENSEE SHALL HAVE THE OPTION TO TAKE AN ASSIGNMENT OF THE
NAMES, SUCH ASSIGNMENT TO BE SUBJECT TO (A) THE RIGHTS OF ANY EXISTING LICENSEES
OF SUCH NAMES; AND (B) PAYMENT BY THE LICENSEE OF A SUM REPRESENTING THE FAIR
MARKET VALUE OF THE NAMES.
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9.13
FOR THE PURPOSES OF GIVING EFFECT TO THE
ASSIGNMENT IN ACCORDANCE WITH CLAUSE 9.12, VEL SHALL PROMPTLY EXECUTE AN
ASSIGNMENT OF THE NAMES IN FAVOUR OF THE LICENSEE IN A FORM REASONABLY
SATISFACTORY TO THE LICENSEE AND VEL IRREVOCABLY AND SEVERALLY APPOINTS THE
LICENSEE AND ANY PERSON NOMINATED FOR THE PURPOSE BY THE LICENSEE (IN WRITING
AND SIGNED BY AN OFFICER OF THE LICENSEE) AS ITS ATTORNEY (WITH FULL POWER OF
SUBSTITUTION AND DELEGATION) IN ITS NAME AND ON ITS BEHALF AND AS ITS ACT