Health Net 2009 Annual Report Download - page 502

Companies agree not to take any action inconsistent with such ownership and further agree to provide, at Parent’s reasonable expense,
any commercially reasonable assistance to Parent, which Parent deems necessary to establish and preserve Parent’s exclusive rights in
and to the Licensed Marks. In the event Parent takes any action that claims damages for infringement of the Licensed Marks, the
Acquired Companies shall be entitled any recovery or award that relates to damages incurred by the Acquired Companies, provided
that the affected Acquired Company reimburse Parent for its costs related to such recoveries and awards, including reasonable
attorney’s fees. The Acquired Companies shall not adopt, use or attempt to register any trademarks or trade names that are
confusingly similar to the Licensed Marks or in such a way as to create combination marks with the Licensed Marks. The Acquired
Companies shall provide Parent’s representative [name] at [address and e-mail address] with samples of all materials that use the
Licensed Marks for Parent’s quality control purposes, prior to any public use or display of such materials or upon Parent’s written
request (unless such materials have been used by an Acquired Company prior to the Closing Date or have been created by the
Administrator in connection with its services under the Administrative Services Agreements).
2.3. Warranty and Indemnification. Parent represents and warrants that (a) it owns all right, title and interest in and to the
Licensed Marks; (b) it has the right to grant the licenses granted in this Agreement; (c) to Parent’s knowledge, there is no pending,
existing or threatened opposition or other legal or governmental proceeding before any court or registration authority against or
involving the Licensed Marks; (d) except as Parent has disclosed in the Seller Disclosure Schedule of the SPA, no claims have been
made by Parent against any third party alleging that such third party is interfering with, infringing upon or misappropriating any of the
Licensed Marks; (e) the grant of rights as set forth in Section 2.1 will not require any approval of any Governmental Entity or the
consent of any third party in respect of the Licensed Marks; (f) to Parent’s knowledge, the Acquired Companies’ use of the Licensed
Marks pursuant to the terms of this Agreement will not interfere with, infringe upon, dilute or misappropriate any intellectual property
right of any third party; (g) as of the Closing Date, there are no settlements, judgments, orders or other agreements which restrict the
rights of Parent, and which may restrict the rights of the Acquired Companies, to use the Licensed Marks as permitted under the terms
of this Agreement; and (h) the Licensed Marks identified as registered marks include all registered marks used in the Business as of
the Closing Date. Parent agrees to indemnify, hold harmless and defend each Acquired Company against any third party claim,
demand, cause of action, debt, expense or liability (including reasonable attorney’s fees and costs), to the extent that it is based upon a
claim that as a result of the material uncured breach of one of the foregoing warranties, an Acquired Company’s use of the registered
Licensed Marks as permitted in this Agreement is an infringement or other violation of the rights of such third party. In the event an
Acquired Company indemnified party has a claim for indemnity against Parent under the terms of the SPA, the parties shall follow
the procedures set forth in Section 7.4(a) and 7.4(b) of the SPA and the indemnity shall be subject to the limits and other terms
regarding indemnification set forth in the SPA as well as this Agreement.
3. Ownership of Licensed Marks; Maintenance. The Acquired Companies acknowledge Parent’s claim of exclusive ownership of
the Licensed Marks. As between the parties hereto, Parent shall own all right, title and interest in the Licensed Marks. The Acquired
Companies agree not to challenge the ownership or validity of the Licensed Marks. The Acquired
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