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This Copyright Licence Agreement (“Licence”), is made by and between: Allergan Pharmaceuticals Ireland (“Allergan”) and the Customer, the details for which appear below. “Allergan” shall be taken to include all Allergan affiliated companies.
In consideration of the Customer agreeing to be bound by the terms and condition set out herein, Allergan hereby grants the Customer a non-
1. Term and termination. The Licence shall commence on the date of signature hereof and shall continue indefinitely, subject to the right of either party to terminate the License on at least three (3) months’ written notice at any time; PROVIDED THAT Allergan may terminate this Licence at any time on one (1) month’s prior written notice for any reason whatsoever. Upon termination of the Licence, the Customer shall immediately cease using the Allergan Copyright Materials and shall return all such Allergan
Copyright Materials to Allergan.
2. Allergan Copyright Materials. The parties shall agree the form and content of the Allergan Copyright Materials to be supplied by Allergan to Customer hereunder, and shall keep a record thereof, including the date of supply. The Customer shall not make any changes to the Allergan Copyright Materials without the prior written consent of Allergan. Allergan reserves the right to change the Allergan Copyright Materials at any time, and to require the Customer to cease using them by giving the Customer no less than one (1) month prior written notice.
3. Use of Allergan Copyright Materials. The Customer may use, copy, print, publish and/or distribute the Allergan Copyright Materials for any lawful business purpose via any electronic, hard copy or other medium; PROVIDED THAT the Customer hereby warrants and undertakes that it will only use the Allergan Copyright Materials in accordance with all applicable laws and regulations, including without limitation laws relating to advertising, promoting and selling pharmaceutical and medical device healthcare products.
4. Customer materials. The Customer shall supply Allergan with a sample of all of its materials containing the Allergan Copyright Materials.
5. Indemnity and liability. The Customer hereby indemnifies Allergan against any claims for loss, damage, costs, expenses, injury or death to third parties arising (directly or indirectly) out of or concerned with the negligence, breach of duty of care or any other act or omission of the Customer arising under this Licence and the use of the Allergan Copyright Materials. Allergan make no guarantee or warranty that the Allergan Copyright Materials are fit for the purpose intended. Any condition, warranty or other term, which might otherwise be implied or incorporated within this Licence by reason of statute or common law or otherwise, is hereby excluded to the fullest extent permitted by law and in no circumstances shall Allergan be liable for any indirect or consequential loss or damage of any nature or description no matter how arising.
6. Intellectual property rights. All intellectual property rights including without limitation those involving or relating to trade names, trademarks, database protection rights, patentable inventions, non patentable processes or know how, computer software, designs and/or copyright relating to the Allergan Copyright Materials and/or any of Allergan products (“IPR”) are the sole property of Allergan. Allergan is making no grant either actual or implied to Customer of any of its IPR, except as explicitly contained herein. Customer shall not use, register or attempt to register in any jurisdiction, or otherwise appropriate or adopt, any name, mark or logo that is confusingly similar to Allergan’s IPR. At no time during the term of these Conditions or thereafter shall the Customer attack, challenge or file any application with respect to any Allergan IPR.
7. Copyright notice. The Customer shall display the following copyright notice on any Customer materials that use the Allergan Copyright Materials: ‘Reproduced with permission from Allergan; © Allergan 2009’.
8. No partnership. The Customer shall not in any way create the impression that it is acting as an agent or representative of Allergan, or that it is engaged in co-
10. Governing Law. This Licence shall be construed in accordance with the laws of Ireland and any dispute arising in relation to these Conditions shall be subject to the jurisdiction of the Irish courts.