Common use of Ownership of Intellectual Property Clause in Contracts

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreement or in any other Transaction Agreement, Seller, Purchaser, any Third-Party Service Provider and the respective Affiliates of each such Person shall retain all right, title and interest in and to their respective Intellectual Property and any and all improvements, modifications and derivative works thereof. No license or right, express or implied, is granted under this Agreement by Seller, Purchaser, any Third-Party Service Provider and the respective Affiliates of each such Person in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services (as the case may be) in accordance with this Agreement, each of Seller and Purchaser, for itself and on behalf of the respective Affiliates thereof, hereby grants to the other (and the respective Affiliates thereof) a non-exclusive, revocable license during the term of this Agreement to such Intellectual Property that is provided by the granting Party to the other Party (“Services Licensee”) in connection with this Agreement, but only to the extent and for the duration necessary for the Services Licensee to provide or receive the applicable Service as permitted by this Agreement (it being understood that such a license shall terminate or shall be deemed terminated immediately upon the expiration of the term hereof or earlier as provided in Article VI and is subject to any licenses granted by other Persons with respect to Intellectual Property not owned by Seller, Purchaser or the respective Affiliates of such Person). (b) Subject to the limited license granted in Section 2.11(a), in the event that any Intellectual Property is created by Seller or a Third-Party Service Provider in the provision of any Services, all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely in such Person unconditionally and immediately upon such Intellectual Property having been developed, written or produced, unless the applicable parties otherwise agree in writing; provided, however, that any Intellectual Property specifically developed or commissioned for the benefit of Purchaser or the Company by Seller or a Third-Party Service Provider shall be owned by and become the sole property of Purchaser or the Company, as applicable. (c) Except as otherwise expressly provided in this Agreement or in any other Transaction Agreement, (i) no Party (or any of its Affiliates) shall have by virtue of this Agreement any licenses with respect to any Intellectual Property (including software), hardware or facility of the other Party and (ii) Purchaser shall not have by virtue of this Agreement any licenses with respect to any Intellectual Property (including software) of any Third-Party Service Provider not granted to Purchaser pursuant to Section 2.11(b). All rights and licenses not expressly granted in this Agreement or in any other Transaction Agreement are expressly reserved by the relevant Party. Each Party shall from time to time execute any documents and take any other actions reasonably requested by the other Party to effectuate the intent of this Section 2.11.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreement, the Separation Agreement or the other Ancillary Agreements (as defined in any other Transaction the Separation Agreement), Seller, Purchaser, any Third-Party Service Provider each of the Parties hereto and the their respective Affiliates of each such Person shall retain all right, title and interest in and to their respective Intellectual Property and Property, including any and all improvements, modifications and modifications, derivative works works, additions or enhancements thereof. No license or right, express or implied, is granted under this Agreement by Seller, Purchaser, any Third-either Party Service Provider and the respective or such Party’s Affiliates of each such Person in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services (as the case may be) in accordance with this Agreement, each of Seller and PurchaserParty (“Licensor”), for itself and on behalf of the respective Affiliates thereofits subsidiaries, hereby grants to the other (“Licensee”) (and the respective Affiliates thereofLicensee’s subsidiaries) a non-exclusive, revocable (solely as expressly provided in this Agreement), non-transferable, non-sublicensable (except to third parties as required for the provision or receipt of Services, but not for their own independent use), royalty-free, worldwide license during the term of this Agreement Term to use such Intellectual Property that is provided by of the granting Party to the other Party (“Services Licensee”) Licensor in connection with this Agreement, but only to the extent and for the duration necessary for the Services Licensee to provide or receive the applicable Service as permitted by under this Agreement (it being understood Agreement. Upon the expiration of such term, or the earlier termination of such Service in accordance with this Agreement, the license to the relevant Intellectual Property will terminate; provided, that such a license all licenses granted hereunder shall terminate or shall be deemed terminated immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the term hereof Licensor’s Intellectual Property and shall return or earlier as destroy at the Licensor’s request all Intellectual Property provided in Article VI and connection with this Agreement. The foregoing license is subject to any licenses granted by other Persons others with respect to Intellectual Property not owned by Seller, Purchaser the Parties hereto or the their respective Affiliates of such Person)Affiliates. (b) Subject to the limited license granted in Section 2.11(a10(a), in the event that any Intellectual Property is created created, developed, written or authored by Seller a Party hereto in connection with the performance or a Third-Party Service Provider in receipt of the provision of any ServicesServices by such Party, all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely in such Person Party unconditionally and immediately upon such Intellectual Property having been created, developed, written or producedauthored, unless the applicable parties Parties hereto agree otherwise agree in writing; provided, however, that any Intellectual Property specifically developed or commissioned for the benefit of Purchaser or the Company by Seller or a Third-Party Service Provider shall be owned by and become the sole property of Purchaser or the Company, as applicable. (c) Except as otherwise expressly provided in this Agreement In the event that any Intellectual Property is created, developed, written or in any other Transaction Agreement, (i) no authored by a Party (hereto or any of its Affiliates in connection with the performance or receipt of the Services by such Party in accordance with this Agreement, such Party hereby grants to the Party hereto that did not create, develop, write or author such Intellectual Property, and its Affiliates, a limited, nonexclusive, nontransferable, irrevocable, royalty-free license (without the right to sublicense except as expressly provided herein), to use, subsequent to the Term, any Intellectual Property developed for and used in connection with Services provided under this Agreement. The Party hereto that did not create, develop, write or author such Intellectual Property shall be entitled to grant sublicenses of the license granted pursuant to this Section 10(c) shall have by virtue for the benefit of this Agreement any licenses with respect itself and its Affiliates to their vendors, contractors, subcontractors and other similar third-party service providers solely to the extent necessary for such third parties to perform services for such Party and its Affiliates. (d) To the extent title to any Intellectual Property (including softwarethat is the subject of Section 10(b), hardware vests, by operation of Law, in the Party hereto or facility an Affiliate of the Party hereto that did not create, develop, write or author such Intellectual Property, such Party or Affiliate of the Party hereby assigns to the other Party or its designated Affiliate all right, title and (ii) Purchaser shall not have by virtue of this Agreement any licenses with respect to any interest in such Intellectual Property (including software) of any Third-Party Service Provider not granted and agrees to Purchaser pursuant to Section 2.11(b). All rights provide such assistance and licenses not expressly granted in this Agreement or in any other Transaction Agreement are expressly reserved by the relevant Party. Each Party shall from time to time execute any such documents and take any other actions reasonably requested by the as such other Party may reasonably request to effectuate the intent of this Section 2.11vest in such Party all right, title and interest in such Intellectual Property.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreement or in any other Transaction Agreement, Seller, Purchaser, any Third-Party Service Provider each of AIG and the Company and their respective Affiliates of each such Person shall retain all right, title and interest in and to their respective Intellectual Property and any and all improvements, modifications and derivative works thereof. No license or right, express or implied, is granted under this Agreement by Seller, Purchaser, any Third-Party Service Provider and the respective Affiliates of each such Person in or to their respective Intellectual Property, except that, solely Solely to the extent required for the provision or receipt of the Services (as or access to the case may be) Facilities in accordance with this Agreement, each of Seller AIG and Purchaserthe Company, for itself and on behalf of the their respective Affiliates thereofAffiliates, hereby grants to the other (and the their respective Affiliates thereofAffiliates) a non-exclusive, revocable revocable, non-transferable (except as provided in Section 8.05) license during the term of this Agreement to access and use such Intellectual Property that is provided by the granting Party (“Licensor”) to the other Party (“Services Licensee”) in connection with this Agreement, but only to the extent and for the duration necessary for the Services Licensee to provide or receive the applicable Service or access to the applicable Facility as permitted by this Agreement. Upon the expiration of such time, or the earlier termination of such Service or access to such Facility in accordance with Section 6.01(d), the license granted hereunder by the Licensor to the Licensee to the relevant Intellectual Property will terminate; provided, however, that all licenses granted under this Agreement (it being understood that such a license shall terminate or shall be deemed terminated immediately upon the expiration of the term hereof or earlier as provided termination of this Agreement in Article VI and accordance with the terms hereof. The foregoing license is subject to the terms of any licenses granted by other Persons others with respect to Intellectual Property not owned by SellerAIG, Purchaser the Company or the their respective Affiliates that is required for or used in the provision or receipt of such Personthe Services or access to the Facilities in accordance with this Agreement. No license or right, express or implied, is granted under this Agreement by any Licensor to any Licensee or their respective Affiliates in or to their respective Intellectual Property except as expressly provided above in this Section 2.12(a), and all other rights are expressly reserved by each Licensor. (b) Subject to the limited license granted in Section 2.11(a2.12(a), in the event that any Intellectual Property is created by Seller or a Third-Party Service Provider in the performance of the Services or provision of any Servicesaccess to the Facilities, all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely in such Person Provider unconditionally and immediately upon such Intellectual Property having been developed, written or produced, unless the applicable parties Parties agree otherwise agree in writing; provided, however, that any Intellectual Property specifically developed or commissioned for the benefit of Purchaser or the Company by Seller or a Third-Party Service Provider shall be owned by and become the sole property of Purchaser or the Company, as applicable. (c) Except as otherwise expressly provided in this Agreement or in any other Transaction Agreement, (i) no Party (or any of its Affiliates) shall have by virtue of this Agreement any rights or licenses with respect to any Intellectual Property (including software), hardware or facility of the other Party and (ii) Purchaser shall not have by virtue of this Agreement any licenses with respect to any Intellectual Property (including software) of any Third-Party Service Provider not granted to Purchaser pursuant to Section 2.11(b)Party. All rights and licenses not expressly granted in this Agreement or in any such other Transaction Agreement are expressly reserved by the relevant Party. Each Party shall from time to time execute any documents and take any other actions reasonably requested by the other Party to effectuate the intent of this Section 2.112.12.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreement or in any other Transaction the Purchase Agreement, Seller, Purchaser, any Third-Party Service Provider each of the Parent and the Acquiror and their respective Affiliates of each such Person shall retain all right, title and interest in and to their respective Intellectual Property (including Work Product, as provided for herein) and any and all improvements, modifications and derivative works thereof. No license or right, express or implied, is granted under this Agreement by Sellerthe Parent, Purchaser, any Third-Party Service Provider and the Acquiror or their respective Affiliates of each such Person in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services (as or access to the case may be) Facilities in accordance with this Agreement, each of Seller the Parent and Purchaserthe Acquiror, for itself and on behalf of the their respective Affiliates thereofAffiliates, hereby grants to the other (and the their respective Affiliates thereofAffiliates) a non-exclusive, fully paid up, royalty-free, world-wide, revocable (only as expressly set forth herein), non-transferable (except as provided in Section 7.06) license during the term of this Agreement to such Intellectual Property that is provided by the granting Party to the other Party (“Services Licensee”) in connection with this Agreement, but only to the extent and for the duration necessary for the Services Licensee to provide or receive the applicable Service or access to the applicable Facility as permitted by this Agreement (it being understood Agreement. Upon the expiration of such time, or the earlier termination of such Service or access to such Facility in accordance with Section 6.01(d), the license to the relevant Intellectual Property will terminate; provided, however, that such a license all licenses granted hereunder shall terminate or shall be deemed terminated immediately upon the expiration of the term hereof or earlier as provided termination of this Agreement in Article VI and accordance with the terms hereof. The foregoing license is subject to any licenses granted by other Persons others with respect to Intellectual Property not owned by Sellerthe Parent, Purchaser the Acquiror or the their respective Affiliates of such Person)Affiliates. (b) Subject All right, title and interest (including Intellectual Property rights) in the results and proceeds of the Services performed hereunder and the access to Facilities, including all materials, products, reports, computer programs (source or object code), documentation, deliverables and inventions developed or prepared by Provider in performance of such services (the limited license granted in “Work Product”) that is created exclusively on behalf of the Acquiror and its Affiliates or the Business (subject to Section 2.11(a2.20(a)), including without limitation the results and proceeds from the Company Services and the access to Company Facilities (the “Acquiror Work Product”) shall be owned exclusively by the Acquiror (as between the Acquiror and its Affiliates, on the one hand, and the Parent and its Affiliates on the other), in whatever stage of completion such Acquiror Work Product may exist from time to time. All such Acquiror Work Product shall be considered “works made for hire” (within the meaning of the United States Copyright Law) of the Acquiror. In the event such Acquiror Work Product is for any reason or in any jurisdiction determined not to be “works made for hire” or that title to any Intellectual Property is created by Seller or a Third-Party Service Provider such Acquiror Work Product may not vest in the provision Acquiror or its Affiliates by operation of any Servicesapplicable Law or otherwise, then the Parent hereby assigns and shall cause its Affiliates or applicable Providers to assign all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely (including Copyrights) in such Person unconditionally Acquiror Work Product to the Acquiror, and immediately upon such Intellectual Property having been developed, written Acquiror shall reimburse the Parent for its and its Affiliates’ or produced, unless the applicable parties otherwise agree in writing; providedAgreed Price related to such actions. All such Acquiror Work Product, howeverwhere practicable, that any Intellectual Property specifically developed or commissioned shall bear Acquiror’s Copyright and trade secret notices, as specified by the Acquiror, and Acquiror shall reimburse the Parent for the benefit of Purchaser its and its Affiliates’ or the Company by Seller applicable Agreed Price related to such actions. No rights to Acquiror Work Product shall remain with the Parent or a Third-Party Service Provider shall be owned by and become its Affiliates following the sole property end of Purchaser or the Company, as applicableterm. (c) All right, title and interest (including Intellectual Property rights) in Work Product that is created for the exclusive use of the Parent and its Affiliates and their businesses (subject to Section 2.20(a)), including without limitation the results and proceeds from the Parent Services and the access to the Parent Facilities (the “Parent Work Product”) shall belong exclusively to the Parent (as between the Parent and its Affiliates, on the one hand, and the Acquiror and its Affiliates on the other), in whatever stage of completion such Parent Work Product may exist from time to time. All such Parent Work Product shall be considered “works made for hire” (within the meaning of the United States Copyright Law) of the Parent. In the event such Parent Work Product is for any reason or in any jurisdiction determined not to be “works made for hire” or that title to any such Parent Work Product may not vest in the Parent or its Affiliates’ by operation of applicable Law or otherwise, then the Acquiror hereby assigns and shall cause its applicable Providers to assign all right, title and interest (including Copyrights) in such Parent Work Product to the Parent, and the Parent shall reimburse Acquiror for its and its Affiliates’ or the applicable Agreed Price related to such actions. All such Parent Work Product, where practicable, shall bear the Parent’s Copyright and trade secret notices, as specified by the Parent, and the Parent shall reimburse Acquiror for its and its Affiliates or the applicable Agreed Price related to such actions. No rights to the Parent Work Product shall remain with Acquiror or its Affiliates following the end of the term. (d) All right, title and interest (including Intellectual Property rights) in Work Product that is created hereunder and that is neither Acquiror Work Product nor the Parent Work Product shall belong to the Provider that created such Work Product (the “Provider Work Product”) (as between Provider and its Affiliates, on the one hand, and Recipient and its Affiliates on the other), in whatever stage of completion such Provider Work Product may exist from time to time, unless otherwise agreed to by the Parties in writing. In the event that in any jurisdiction ownership of the Provider Work Product does not vest in such Provider or its Affiliates by operation of applicable Law or otherwise, then each Party, as Recipient hereby assigns and shall cause its Affiliates to assign all right, title and interest (including Intellectual Property rights) in such Provider Work Product to the applicable Provider, and such Provider shall reimburse the applicable Party or Parties for the Agreed Price related to such actions. Each Recipient shall have a non-exclusive, fully paid-up, royalty-free, transferable, worldwide, perpetual and irrevocable license for Recipient to copy, prepare derivative works of, distribute, display, perform and otherwise use such Work Product (including, in the case of Work Product that is software, any source code or executable or object code) in such Recipient’s business and that of such Recipient’s Affiliates. (e) If a Provider hereunder that is not an Affiliate of either the Parent or the Acquiror entered into agreements with the Parent, the Acquiror or their respective Affiliates prior to the Closing, which agreements allocate title in work product to such Provider or another third party, then the Parent or the Acquiror, as applicable, shall use commercially reasonable efforts to obtain for the applicable Recipient at the Recipient’s expense, (i) in the case of Work Product to be owned by such Recipient, a non-exclusive, fully paid-up, royalty-free, transferable, worldwide, perpetual and irrevocable license for Recipient to copy, prepare derivative works of, distribute, display, perform and otherwise use such work product in such Recipient’s business and that of such Recipient’s Affiliates and (ii) in the case of Work Product to be owned by Provider, a non-exclusive, fully paid-up, royalty-free, non-transferable, worldwide license to use the work product in accordance with Section 2.20(a). In the event that such licenses cannot be obtained, the Parent or the Acquiror, as applicable, shall use commercially reasonable efforts to obtain an alternative at the Recipient’s expense. (f) Each Party, as Provider, and its Affiliates will, and will take commercially reasonable steps to cause non-Affiliate Providers acting on such Party’s behalf to, (i) promptly provide each Recipient with written notice to the applicable service manager and the Contract Manager of any restrictions, terms and conditions on Recipient’s rights in Work Product otherwise owned by such Recipient (arising solely from third-party rights, and not rights of Provider or its Affiliates) and (ii) use commercially reasonable efforts, in consultation with Recipient, to remove or minimize such restrictions, terms and conditions. (g) During the term of this Agreement, Provider will make reasonable efforts to provide Recipient, upon Recipient’s request, with access to and delivery of the Work Product owned by such Recipient. (h) Except as otherwise expressly provided in this Agreement or in any other Transaction Agreement, (i) no Party (or any of its Affiliates) shall have by virtue of this Agreement any rights or licenses with respect to any Intellectual Property (including software), hardware or facility of the other Party and (ii) Purchaser shall not have by virtue of this Agreement any licenses with respect to any Intellectual Property (including software) of any Third-Party Service Provider not granted to Purchaser pursuant to Section 2.11(b)Party. All rights and licenses not expressly granted in this Agreement or in any other Transaction Agreement are expressly reserved by the relevant Party. Each Party shall from time to time time, and shall cause its Affiliates to, execute any documents and take any other actions reasonably requested by the other Party to effectuate the intent of this Section 2.112.20.

Ownership of Intellectual Property. (a) Except Any Intellectual Property made, conceived, developed, or reduced to practice, or caused to be made, conceived, developed, or reduced to practice, by Employee, alone or in conjunction with others, during the term of Employee’s employment with Company will be deemed to have been made or developed by Employee solely for the benefit of Company, will be held in trust for the exclusive use and benefit of Company, and will be the sole and exclusive property of Company. Employee will not, either during the term of Employee’s employment or at any time after termination of such employment, use or disclose to any third party such non-public Intellectual Property, except as otherwise expressly authorized by Company in writing. While employed by Company, Employee is permitted to use Intellectual Property for the benefit of Company, provided such use is reasonably within the scope of Employee’s duties with Company, unless or until such authorization is revoked or rescinded by the President of Company. (b) Employee agrees to make prompt and full disclosure to Company or its nominee of all Intellectual Property described in this Agreement Section 3. To the extent permitted by applicable law, any Intellectual Property related to the business of Company that is conceived, developed, or reduced to practice by Employee, alone or in any other Transaction Agreementconjunction with others, Sellerwithin six (6) months after termination of Employee’s employment with Company is presumed to belong to Company. (c) Employee agrees to assign, Purchaserand does hereby assign, any Third-Party Service Provider and the respective Affiliates of each such Person shall retain to Company all right, title title, and interest in and to their respective Intellectual Property and any and all improvements, modifications and derivative works thereof. No license or right, express or implied, is granted under this Agreement by Seller, Purchaser, any Third-Party Service Provider and the respective Affiliates of each such Person in or to their respective Intellectual Property, except thatincluding, solely to the extent required for the provision without limitation, any “moral” rights which Employee may have therein under any copyright law or receipt of the Services (as the case may be) in accordance with this Agreementother similar law, each of Seller and Purchaserfurther agrees, for itself and on behalf of the respective Affiliates thereof, hereby grants to the other (and the respective Affiliates thereof) a non-exclusive, revocable license during the term of Employee’s employment and at any time after termination of such employment, at Company’s request and expense, to review, execute, acknowledge, and deliver any and all papers necessary to secure legal protection for Company therefore in any country in the world, including, but not limited to, applications for patents, trademarks, service markets, and copyrights, and to execute any oath or declaration and verify any document in connection with carrying out the terms of this Agreement Agreement. In the event Company is unable for any reason whatsoever to secure the signature of Employee to any lawful and necessary documents required, including those necessary for the assignment of, application for, or prosecution of any United States or foreign applications for letters patent or copyright, Employee hereby irrevocably designates and appoints Company and its duly authorized officers and agents as agent and attorney in fact, to act for and in Employee’s behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the assignment, prosecution, and issuance of letters patent or copyright thereon with the same legal force and effect as if executed by Employee. Employee hereby waives and quitclaims to Company any and all claims of any nature whatsoever which Employee may now have or may hereafter have for infringement of any patent or copyright resulting from any such application. (d) Employee agrees that any copyrights in work produced by Employee during the term of Employee’s employment by Company, which relate to past, present or foreseeable business, products, developments, technology or activities of Company shall be considered a “work for hire” and shall belong solely to Company. (e) As used herein, “Intellectual Property” means any and all Inventions, Works of Authorship, trade secrets, trademarks, patents, patentable subject matter irrespective of whether a patent application has been filed, mask works, copyrights, and any other intellectual property conceived, created, developed, discovered, or reduced to practice while Employee is employed by Company, and that (i) relate directly or indirectly to the business of Company or to the actual or demonstrably anticipated research or development of Company, (ii) result from or are suggested by any work assigned to or performed by Employee for Company, or (iii) are used to develop or improve any Company equipment, supplies, facility, product, software, service, or trade secret, whether or not such Intellectual Property that is provided by the granting Party developed entirely on Employee’s own time and with or without use of Company property; “Invention(s)” means any and all discoveries, improvements, ideas, concepts, creative works, and designs, whether or not in writing or reduced to the other Party (“Services Licensee”) in connection with this Agreementpractice, and whether or not they are patentable, including, but only to the extent not limited to, processes, methods, formulas, and for the duration necessary for the Services Licensee to provide or receive the applicable Service as permitted by this Agreement (it being understood that such a license shall terminate or shall be deemed terminated immediately upon the expiration techniques and know-how; and “Works of the term hereof or earlier as provided in Article VI and is subject to any licenses granted by other Persons with respect to Intellectual Property not owned by Seller, Purchaser or the respective Affiliates of such Person). (b) Subject to the limited license granted in Section 2.11(a), in the event that any Intellectual Property is created by Seller or a Third-Party Service Provider in the provision of any Services, all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely in such Person unconditionally and immediately upon such Intellectual Property having been developed, written or produced, unless the applicable parties otherwise agree in writing; provided, however, that any Intellectual Property specifically developed or commissioned for the benefit of Purchaser or the Company by Seller or a Third-Party Service Provider shall be owned by and become the sole property of Purchaser or the Company, as applicable. (c) Except as otherwise expressly provided in this Agreement or Authorship” means those works fixed in any other Transaction Agreementtangible medium of expression from which they can be perceived, (i) no Party (reproduced, or any otherwise communicated, either directly or with the aid of its Affiliates) shall have by virtue of this Agreement any licenses with respect to any Intellectual Property (including software)a machine or device, hardware whether or facility of the other Party and (ii) Purchaser shall not have by virtue of this Agreement any licenses with respect to any Intellectual Property (including software) of any Third-Party Service Provider not granted to Purchaser pursuant to Section 2.11(b). All rights and licenses not expressly granted in this Agreement or in any other Transaction Agreement they are expressly reserved by the relevant Party. Each Party shall from time to time execute any documents and take any other actions reasonably requested by the other Party to effectuate the intent of this Section 2.11copyrightable.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreement or in any other Transaction Agreementherein, Seller, Purchaser, any Third-Party Service Provider each of MSS and the Company and their respective Affiliates of each such Person shall retain all right, title and interest in and to their respective Intellectual Property (including Work Product, as provided for herein) and any and all improvements, modifications and derivative works thereof. No license or right, express or implied, is granted under this Agreement hereunder by SellerMSS, Purchaser, any Third-Party Service Provider and the Company or their respective Affiliates of each such Person in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services (as or access to the case may be) Facilities in accordance with this Agreement, each of Seller MSS and Purchaserthe Company, for itself and on behalf of the their respective Affiliates thereofAffiliates, hereby grants to the other (and the their respective Affiliates thereofAffiliates) a non-exclusive, fully paid up, royalty-free, world-wide, revocable (only as expressly set forth herein), non-transferable (except as provided in Section 7.06) license during the term of this Agreement to such Intellectual Property that is provided by the granting Party to the other Party (“Services Licensee”) in connection with this Agreement, but only to the extent and for the duration necessary for the Services Licensee to provide or receive the applicable Service or access to the applicable Facility as permitted by this Agreement (it being understood Agreement. Upon the expiration of such time, or the earlier termination of such Service or access to such Facility in accordance with Section 6.01(d), the license to the relevant Intellectual Property shall terminate; provided, however, that such a license all licenses granted hereunder shall terminate or shall be deemed terminated immediately upon the expiration of the term hereof or earlier as provided termination of this Agreement in Article VI and accordance with the terms hereof. The foregoing license is subject to any licenses granted by other Persons others with respect to Intellectual Property not owned by SellerMSS, Purchaser the Company or their respective Affiliates. For the respective Affiliates avoidance of such Person)doubt, as of the Disaffiliation Date, the Company Group shall have no rights to use the Peanuts Characters. (b) Subject All right, title and interest (including Intellectual Property rights) in the results and proceeds of the Services performed hereunder and access to the limited license granted Facilities, including all materials, products, reports, computer programs (source or object code), documentation, deliverables and inventions developed or prepared by the Provider in performance of such services (the “Work Product”) that is created exclusively on behalf of the Company or the Company Group (subject to Section 2.11(a2.19(a)), including without limitation the results and proceeds from the Company Received Services and the access to Company Received Facilities (the “Company Work Product”) shall be owned exclusively by the Company (as between the Company and the other Company Group Members, on the one hand, and MSS and the other Parent Group Members on the other), in whatever stage of completion such Company Work Product may exist from time to time. All such Company Work Product shall be considered “works made for hire” (within the meaning of the United States Copyright Law) of the Company. In the event such Company Work Product is for any reason or in any jurisdiction determined not to be “works made for hire” or that title to any such Company Work Product may not vest in the Company or the other Company Group Members by operation of applicable Law or otherwise, then MSS hereby assigns and shall cause its Affiliates or applicable Providers to irrevocably assign all worldwide right, title and interest (including Copyrights) in such Company Work Product to the Company, and the Company shall reimburse MSS for its and the other Parent Group Members’ expenses related to such actions, including the Hourly Rate for time spent if more than a de minimis amount of time is spent on such actions. All such Company Work Product, where practicable, shall bear the Company’s Copyright and trademark notices, as specified by the Company, and the Company shall reimburse MSS for its and the other Parent Group Members’ expenses related to such actions, including Hourly Rate for time spent if more than a de minimis amount of time is spent on such actions. No rights to Company Work Product hereunder shall remain with the Parent Group following the end of the term. (c) All right, title and interest (including Intellectual Property rights) in Work Product that is created for the exclusive use of MSS and the Parent Group (subject to Section 2.19(a)), including without limitation the results and proceeds from the MSS Received Services and the access to the MSS Received Facilities (the “MSS Work Product”) shall belong exclusively to MSS (as between MSS and the Parent Group, on the one hand, and the Company and the other Company Group Members on the other), in whatever stage of completion such MSS Work Product may exist from time to time. All such MSS Work Product shall be considered “works made for hire” (within the meaning of the United States Copyright Law) of MSS. In the event such MSS Work Product is for any reason or in any jurisdiction determined not to be “works made for hire” or that title to any such MSS Work Product may not vest in MSS or the other Parent Group Members by operation of applicable Law or otherwise, then the Company hereby assigns and shall cause its applicable Providers to irrevocably assign all worldwide right, title and interest (including Copyrights) in such MSS Work Product to MSS, and MSS shall reimburse the Company for its and the other Company Group Members’ expenses related to such actions, including Hourly Rate for time spent if more than a de minimis amount of time is spent on such actions. All such MSS Work Product, where practicable, shall bear MSS’s Copyright and trademark notices, as specified by MSS, and MSS shall reimburse the Company for its and the other Company Group Members’ expenses related to such actions, including Hourly Rate for time spent if more than a de minimis amount of time is spent on such actions. No rights to the MSS Work Product shall remain hereunder with the Company Group following the end of the term. (d) All right, title and interest (including Intellectual Property rights) in Work Product that is created hereunder and that is neither Company Work Product nor the MSS Work Product shall belong to the Provider that created such Work Product (the “Provider Work Product”) (as between such Provider and its Affiliates, on the one hand, and the Recipient and its Affiliates on the other), in whatever stage of completion such Provider Work Product may exist from time to time, unless otherwise agreed to by the Parties in writing. In the event that in any Intellectual Property is created by Seller or a Third-Party Service jurisdiction ownership of the Provider Work Product does not vest in the provision Provider or its Affiliates by operation of any Servicesapplicable Law or otherwise, then each Party, as the Recipient hereby assigns and shall cause its Affiliates to assign all right, title and interest throughout the world in and to all such (including Intellectual Property shall vest solely rights) in such Person unconditionally and immediately upon such Intellectual Property having been developed, written or produced, unless Provider Work Product to the applicable parties otherwise agree in writing; providedProvider, howeverand such Provider shall reimburse the applicable Party or Parties for any and all expenses related to such actions, that any Intellectual Property specifically developed or commissioned including Hourly Rate for time spent if more than a de minimis amount of time is spent on such actions. Each Recipient shall have a non-exclusive, fully paid-up, royalty-free, transferable, worldwide, perpetual and irrevocable license for the benefit Recipient to copy, prepare derivative works of, distribute, display, perform and otherwise use such Work Product (including, in the case of Purchaser Work Product that is software, any source code or executable or object code) in such Recipient’s business and that of such Recipient’s Affiliates. (e) If a Provider hereunder that is not an Affiliate of either MSS or the Company by Seller entered into agreements with the Parent Group or a Thirdthe Company Group prior to the Effective Date, which agreements allocate title in work product to such Provider or another third-Party Service Provider shall be owned by and become the sole property of Purchaser party, then MSS or the Company, as applicable, shall use commercially reasonable efforts to obtain for the applicable Recipient at such Recipient’s expense, (i) in the case of Work Product to be owned by such Recipient pursuant to Sections 2.19(b) or 2.19(c), a non-exclusive, fully paid-up, royalty-free, transferable, worldwide, perpetual and irrevocable license for such Recipient to copy, prepare derivative works of, distribute, display, perform and otherwise use such work product in such Recipient’s business and that of such Recipient’s Affiliates and (ii) in the case of Work Product to be owned by the Provider pursuant to Sections 2.19(b) or 2.19(c), a non-exclusive, fully paid-up, royalty-free, non-transferable, worldwide license to use the work product in accordance with Section 2.19(a). In the event that such licenses cannot be obtained, MSS or the Company, as applicable, shall use commercially reasonable efforts to obtain an alternative at the relevant Recipient’s expense. (cf) Each Party, as Provider, and its Affiliates shall, and shall take commercially reasonable steps to cause non-Affiliate Providers acting on such Party’s behalf to, (i) promptly provide each Recipient with written notice to the applicable service manager and the Contract Manager of any restrictions, terms and conditions on the Recipient’s rights in Work Product otherwise owned by such Recipient (arising solely from third-party rights, and not rights of the Provider or its Affiliates) and (ii) use commercially reasonable efforts, in consultation with such Recipient, to remove or minimize such restrictions, terms and conditions. (g) During the term of this Agreement, the Provider shall make reasonable efforts to provide the Recipient, upon such Recipient’s request, with access to and delivery of the Work Product owned by such Recipient. (h) Except as otherwise expressly provided in this Agreement herein or in any other Transaction AgreementDocument, (i) as of the Disaffiliation Date, no Party (or any of its Affiliates) shall have by virtue of this Agreement any rights or licenses with respect to any Intellectual Property (including software), hardware or facility of the other Party and (ii) Purchaser shall not have by virtue of this Agreement any licenses with respect to any Intellectual Property (including software) of any Third-Party Service Provider not granted to Purchaser pursuant to Section 2.11(b)Party. All rights and licenses not expressly granted in this Agreement or in any other Transaction Agreement Document are expressly reserved by the relevant Party. Each Party shall from time to time time, and shall cause its Affiliates to, execute any documents and take any other actions reasonably requested by the other Party to effectuate the intent of this Section 2.112.19.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in the Purchase Agreement, this Agreement or in any other Transaction AgreementAncillary Document, SellerParent, PurchaserBuyer, any Third-Third Party Service Provider and the respective Affiliates of each such Person entity shall retain all right, title and interest in and to their respective Intellectual Property and any and all improvements, modifications and derivative works thereof. No license or right, express or implied, is granted under this Agreement by SellerParent, PurchaserBuyer, any Third-Third Party Service Provider and or the respective Affiliates of each such Person entity in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Transition Services (as the case may be) in accordance with this Agreement, each of Seller Parent and PurchaserBuyer, for itself and on behalf of the its respective Affiliates thereofAffiliates, hereby grants to the other Party (and the respective Affiliates thereof) a non-exclusive, revocable license during the term of this Agreement to such Intellectual Property rights that is are provided by the granting Party to the other Party (“Services Licensee”) in connection with this Agreement, but only to the extent and for the duration necessary for the Services Licensee to provide or receive the applicable Transition Service as permitted by this Agreement (it being understood that such a Agreement. The foregoing license shall terminate or shall be deemed terminated immediately upon the expiration of the term hereof or earlier as provided in Article VI applicable Transition Service and is subject to any licenses granted by other Persons others with respect to Intellectual Property rights not owned by SellerParent, Purchaser Buyer or the respective Affiliates of such Person)entity. (b) Subject to the limited license granted in Section 2.11(a2.15(a), in the event that any Intellectual Property is rights are created solely by Seller or a Third-Party Service Provider in the provision performance of any the Transition Services, all right, title and interest throughout the world in and to all such Intellectual Property rights shall vest solely in such Person Service Provider unconditionally and immediately upon such Intellectual Property rights having been developed, written or produced, unless the applicable parties Parties agree otherwise agree in writing; provided, however, that any Intellectual Property specifically developed or commissioned for the benefit of Purchaser or the Company by Seller or a Third-Party Service Provider shall be owned by and become the sole property of Purchaser or the Company, as applicable. (c) Except as otherwise expressly provided in the Purchase Agreement, this Agreement or in any other Transaction AgreementAncillary Document, (i) no Party (or nor any of its Affiliates) shall have by virtue of this Agreement any rights or licenses with respect to any Intellectual Property (including software), hardware or facility of the other Party and (ii) Purchaser shall not have by virtue of this Agreement or any licenses with respect to any Intellectual Property (including software) of any Third-Third Party Service Provider not granted to Purchaser pursuant to Section 2.11(b)Provider. All rights and licenses not expressly granted in the Purchase Agreement, this Agreement or in any other Transaction Agreement Ancillary Document are expressly reserved by the relevant Party. Each Party shall from time to time execute any documents and take any other actions reasonably requested by the other Party to effectuate the intent of this Section 2.112.15.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreement or in any other Transaction Agreement, Seller, Purchaser, any Third-Party Service Provider and the respective Affiliates of each such Person shall retain all right, title and interest in and to their respective Intellectual Property and any and all improvements, modifications and derivative works thereof. No license or right, express or implied, is granted under this Agreement by Seller, Purchaser, any Third-Party Service Provider and the respective Affiliates of each such Person in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services (as the case may be) in accordance with this Agreement, each of Seller and Purchaser, for itself and on behalf of the respective Affiliates thereof, hereby grants to the other (and the respective Affiliates thereof) a non-exclusive, revocable license during the term of this Agreement to such Intellectual Property that is provided by the granting Party to the other Party (“Services Licensee”) in connection with this Agreement, but only to the extent and for the duration necessary for the Services Licensee to provide or receive the applicable Service as permitted by this Agreement (it being understood that such a license shall terminate or shall be deemed terminated immediately upon the expiration of the term hereof or earlier as provided in Article VI and is subject to any licenses granted by other Persons with respect to Intellectual Property not owned by Seller, Purchaser or the respective Affiliates of such Person). (b) Subject to the limited license granted in Section 2.11(a), in the event that any Intellectual Property is created by Seller or a Third-Party Service Provider in the provision of any Services, all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely in such Person unconditionally and immediately upon such Intellectual Property having been developed, written or produced, unless the applicable parties otherwise agree in writing; provided, however, that any Intellectual Property specifically developed or commissioned for the benefit of Purchaser or the Company by Seller or a Third-Party Service -12- Provider shall be owned by and become the sole property of Purchaser or the Company, as applicable. (c) Except as otherwise expressly provided in this Agreement or in any other Transaction Agreement, (i) no Party (or any of its Affiliates) shall have by virtue of this Agreement any licenses with respect to any Intellectual Property (including software), hardware or facility of the other Party and (ii) Purchaser shall not have by virtue of this Agreement any licenses with respect to any Intellectual Property (including software) of any Third-Party Service Provider not granted to Purchaser pursuant to Section 2.11(b). All rights and licenses not expressly granted in this Agreement or in any other Transaction Agreement are expressly reserved by the relevant Party. Each Party shall from time to time execute any documents and take any other actions reasonably requested by the other Party to effectuate the intent of this Section 2.11.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreement or in any other Transaction Agreement, Seller, Purchaser, any Third-Party Service Provider Given and the respective its Affiliates of each such Person shall retain solely own all right, title and interest in and to their respective all Intellectual Property in any idea, invention, improvement, or discovery (including, without limitation, all Patent Rights first conceived and any reduced to practice therein) made solely by an employee, subcontractor, consultant or agent of Given and all improvements, modifications and derivative works thereof. No license or right, express or implied, is granted its Affiliates (as applicable) in performance under this Agreement by Seller, Purchaser, any Third-Party Service Provider and the respective Affiliates of each such Person in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services (as the case may be) in accordance with this Agreement, each of Seller and Purchaser, for itself and on behalf of the respective Affiliates thereof, hereby grants to the other (and the respective Affiliates thereof) a non-exclusive, revocable license during the term of this Agreement to such Intellectual Property that is provided by the granting Party to the other Party (“Services Licensee”) in connection with this Agreement, but only to the extent and for the duration necessary for the Services Licensee to provide or receive the applicable Service as permitted by this Agreement (it being understood that such a license shall terminate or shall be deemed terminated immediately upon the expiration of the term hereof or earlier as provided in Article VI and is subject to any licenses granted by other Persons with respect to Intellectual Property not owned by Seller, Purchaser or the respective Affiliates of such Person). (b) Subject EES and its Affiliates shall solely own all right, title and interest in all Intellectual Property in any idea, invention, improvement, or discovery (including, without limitation, all Patent Rights first conceived and reduced to practice therein) made solely by an employee, subcontractor, consultant or agent of EES and its Affiliates (as applicable) in performance under this Agreement. (c) The Parties and/or their respective Affiliates (as applicable) shall jointly own Intellectual Property in any idea, invention, improvement, or discovery (including, without limitation, all Patent Rights first conceived and reduced to practice therein) jointly made by employees, subcontractors, consultants or agents of Given and EES in performance under this Agreement (“Agreement Joint Patent Rights”). Agreement Joint Patent Rights shall be determined hereunder as set forth in Title 35 of the United States Code and as interpreted by relevant case law. (d) EES agrees to grant and hereby grants and EES undertakes to cause its Affiliates to grant to Given and its Affiliates, a royalty free, fully paid up, sublicensable, worldwide, perpetual and irrevocable license to Intellectual Property (including Patent Rights) directed to (“directed to” as defined in Section 3.02 (i) (f)) Capsule Endoscopy set forth in either Section 3.02(i)(b) or 3.02(i)(c) made by EES or Involved Persons, to make, have made, use, offer for sale, sell, import, export, and otherwise practice and enjoy any product, process and method used in Capsule Endoscopy. This license shall be exclusive (exclusive even as to EES and EES’ Affiliates) during the Term of this Agreement, and this license shall become non-exclusive under the same terms upon any termination or expiration of this Agreement. The exclusive license (but not the non-exclusive license) shall include and provide Given the right to enforce such Intellectual Property with respect to third party products, processes and methods used in Capsule Endoscopy, subject to EES’ rights under Section 3.03 if Given chooses not to enforce. (e) EES undertakes to cause its Affiliates to grant to Given and its Affiliates full immunity from any suit, action, or any other judicial procedure to Patent Rights directed to Capsule Endoscopy set forth in Section 3.02(i)(b) (such immunity is not required under Section 3.02(i)(c) because of Given and its Affiliates ownership rights thereunder) made by non-Involved Persons, to make, have made, use, offer for sale, sell, import, export, and otherwise practice and enjoy any product, process and method used in Capsule Endoscopy. This immunity from suit shall terminate upon termination or expiration of this agreement and shall be replaced, at Given’s discretion, by a royalty bearing non exclusive license under similar terms to the limited non-exclusive license granted under Section 3.02(i)(d) above, such royalties shall be reasonable royalties to be negotiated in Section 2.11(agood faith by the Parties. This immunity to the non-Involved Person Patent Rights shall apply only to the claim(s) of such Patent Right that comprises all of the following claim elements, whether recited in the preamble or the body of the claim: (i) An ingestible, wireless (i.e., non tethered), optical (including all spectrums of light) imaging device for diagnostic < * * * > application in the alimentary tract; or (ii) an ancillary device for receiving, processing or displaying information from an ingestible wireless (i.e., non tethered), optical (including all spectrums of light) imaging device for diagnostic < * * * > application in the alimentary tract (with the understanding that the exact language starting at “an ingestible” and ending in “tract” may not appear in the claim language, but that the scope of such claim language for “an ancillary device” is limited for use in Capsule Endoscopy). (f) In the event that any Intellectual Property under sections 3.02(i)(b) and 3.02(i)(c) is created by Seller or directed to both Capsule Endoscopy and another field, it shall be included under the licenses granted to Given and its Affiliates under sections 3.02(i)(d) above. A Patent Right will be considered directed to Capsule Endoscopy if the Patent Right includes subject matter disclosing Capsule Endoscopy. For example, a Third-Party Service Provider Patent Right disclosing a Capsule Endoscope with < * * * > will be considered directed to Capsule Endoscopy while a Patent Right disclosing only < * * * > will not be considered to be directed to Capsule Endoscopy. Other Intellectual Property, other than Patent Rights, will be considered directed to Capsule Endoscopy if such other Intellectual Property is developed specifically for Capsule Endoscopy. (g) EES shall promptly disclose and describe to Given all EES Intellectual Property directed to Capsule Endoscopy (and in the provision case of any Servicesa Patent Right after filing a patent application therefor), all right, title and interest throughout Given agrees to treat and maintain such disclosure and description as confidential under the world in and to all terms of this Agreement except if Given independently made such Intellectual Property prior to disclosure by EES. EES shall vest solely in provide Given with such Person unconditionally other relevant information related to such EES inventions directed to Capsule Endoscopy as may be reasonably requested by Given. (h) Each Party, at no expense to the other Party, will cause its employees, subcontractors, consultants, and immediately upon such agents to execute all papers, instruments, and/or agreements as is necessary to preserve, prosecute, and maintain Intellectual Property having rights (including Patent Rights) and to effectuate the licensing and ownership of Intellectual Property as set forth in this Agreement. (i) For the avoidance of doubt, and notwithstanding any ownership or license right granted under the terms of this Agreement, each party (“the Grantor”) hereby grants the other party and its Affiliates (“the Grantee”) full immunity from any suit, action, or any other judicial procedure in performance under this Agreement under any Grantor Intellectual Property (now or hereafter owned or licensed by Grantor). For the avoidance of doubt, this immunity from suit shall not apply to EES and its Affiliates in case of a breach of a noncompete obligation under Article XV, but shall remain and survive termination in case of Given’s insolvency. _________________________ < * * * > Omitted pursuant to a confidential treatment request. The confidential information has been developedseparately filed with the SEC. Notwithstanding this immunity from suit, nothing in this paragraph 3.02(i)(i) grants Given the right to practice any EES Affiliate’s Patent Rights in any Product or Ancillary Product without prior written or producedconsent from EES’ Alliance Manager. (j) For the avoidance of doubt, unless the applicable parties otherwise agree expressly set forth above, no license or ownership in writing; provided, however, that any Intellectual Property specifically developed or commissioned for the benefit of Purchaser or the Company is granted by Seller or a Third-one Party Service Provider shall be owned by and become the sole property of Purchaser or the Company, as applicable. (c) Except as otherwise expressly provided in this Agreement or in any other Transaction Agreement, (i) no Party (or any of its Affiliates) shall have by virtue of this Agreement any licenses with respect Affiliates to any Intellectual Property (including software), hardware or facility of the other Party and (ii) Purchaser shall not have by virtue of this Agreement any licenses with respect to any Intellectual Property (including software) of any Third-Party Service Provider not granted to Purchaser pursuant to Section 2.11(b). All rights and licenses not expressly granted in this Agreement or in any other Transaction Agreement are expressly reserved by the relevant Party. Each Party shall from time to time execute any documents and take any other actions reasonably requested by the other Party to effectuate the intent of this Section 2.11its Affiliates.

Ownership of Intellectual Property. Ownership of all CREATIONS shall be in the name of OWNER and owned solely by OWNER. All CREATIONS created by LICENSEE or any of its employees or agents which qualify as a “work-made-for-hire” under applicable copyright laws in the LICENSED TERRITORY are agreed to be “work-made-for-hire” owned by OWNER. In such event, LICENSEE warrants and represents to OWNER that any employees referred to in the preceding sentence are true employees of LICENSEE. If any CREATION is made by a third party for or on behalf of LICENSEE or any of its employees, LICENSEE shall obtain an assignment to OWNER from such third party using SCHEDULE C (a) Except as otherwise expressly provided Artwork Assignment Agreement), and LICENSEE shall provide true and correct copies of such documentation to OWNER. In the event any CREATION is not deemed a “work-made-for-hire” or if title to any CREATION does not, by operation of law, vest in this Agreement or OWNER, LICENSEE hereby irrevocably and in any other Transaction Agreement, Seller, Purchaser, any Third-Party Service Provider perpetuity transfers and the respective Affiliates of each such Person shall retain assigns to OWNER all worldwide right, title and interest in and to their respective Intellectual Property any CREATION (including all copyright rights and any and all improvements, modifications and derivative works thereofintellectual property rights thereto). No license or right, express or implied, is granted under this Agreement by Seller, Purchaser, any Third-Party Service Provider and LICENSEE acknowledges that its use of the respective Affiliates of each such Person PROPERTY in or to their respective Intellectual Property, except that, the LICENSED TERRITORY inures solely to the extent required for the provision or receipt benefit of the Services (as the case may be) in accordance with this Agreement, each of Seller and Purchaser, for itself and on behalf of the respective Affiliates thereof, hereby grants to the other (and the respective Affiliates thereof) a non-exclusive, revocable license during the term of this Agreement to such Intellectual Property that is provided by the granting Party to the other Party (“Services Licensee”) in connection with this Agreement, but only to the extent and for the duration necessary for the Services Licensee to provide or receive the applicable Service as permitted by this Agreement (it being understood that such a license shall terminate or shall be deemed terminated immediately upon the expiration of the term hereof or earlier as provided in Article VI and is subject to any licenses granted by other Persons with respect to Intellectual Property not owned by Seller, Purchaser or the respective Affiliates of such Person). (b) Subject to the limited license granted in Section 2.11(a), in OWNER. In the event that any Intellectual Property is created by Seller or a Third-Party Service Provider rights in and to the provision of any ServicesPROPERTY are deemed to accrue to LICENSEE, LICENSEE does hereby irrevocably and in perpetuity assign all worldwide right, title and interest throughout the world in and to all the same to OWNER and shall, upon request, confirm such Intellectual Property shall vest solely in such Person unconditionally and immediately upon such Intellectual Property having been developed, written or produced, unless the applicable parties otherwise agree assignment in writing; provided. LICENSEE further agrees that it shall not, howeverdirectly or indirectly through others, that file any Intellectual Property specifically developed applications for registration of copyright, trademark, or commissioned for the benefit of Purchaser or the Company by Seller or a Third-Party Service Provider shall be owned by and become the sole property of Purchaser or the Company, as applicable. (c) Except as otherwise expressly provided in this Agreement or in any other Transaction Agreement, (i) no Party (or any of its Affiliates) shall have by virtue of this Agreement any licenses service xxxx with respect to any Intellectual Property (including software)the PROPERTY, hardware or facility of the other Party and (ii) Purchaser shall not have by virtue of this Agreement any licenses except in OWNER’s name with respect to any Intellectual Property (including software) of any Third-Party Service Provider not granted to Purchaser pursuant to Section 2.11(b)OWNER’s permission. All rights and licenses not expressly granted in this Agreement or in any other Transaction Agreement are expressly reserved by the relevant Party. Each Party shall from time to time execute any documents and take any other actions reasonably requested by the other Party to effectuate the intent of this Section 2.11.LICENSEE

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreement or in any other Transaction Agreement, Seller, Purchaser, any Third-Party Service Provider the Purchase Agreement each of the Parties and the their respective Affiliates of each such Person shall retain all right, title and interest in and to their respective Intellectual Property intellectual property and any and all improvements, modifications and modifications, enhancements or derivative works thereof. No license or right, express or implied, is granted under this Agreement by Seller, Purchaser, any Third-either Party Service Provider and the respective or such Party’s Affiliates of each such Person in or to their respective Intellectual Propertyintellectual property, except that, solely to the extent required for the provision or receipt of the Services (as the case may be) in accordance with this Agreement, each of Seller and PurchaserParty (“Licensor”), for itself and on behalf of the respective Affiliates thereofitself and its Affiliates, hereby grants to the other Party (“Licensee”) (and the respective Affiliates thereofLicensee’s Affiliates) a non-non- exclusive, revocable (solely as expressly provided in this Agreement), non-transferable (except as provided in Section 9.06), non-sublicenseable (except to third parties as required for the provision or receipt of Services, but not for their own independent use), royalty-free, worldwide license during the term of this Agreement to use such Intellectual Property that is provided by intellectual property of the granting Party to the other Party (“Services Licensee”) Licensor in connection with this Agreement, but only to the extent and for the duration necessary for the Services Licensee to provide or receive the applicable Service as permitted by this Agreement (it being understood that such a license shall terminate or shall be deemed terminated immediately upon the expiration of the term hereof or earlier as provided in Article VI and is subject to any licenses granted by other Persons with respect to Intellectual Property not owned by Seller, Purchaser or the respective Affiliates of such Person).21 (b) Subject to the limited license granted in Section 2.11(a9.11(a), in the event that any Intellectual Property intellectual property is created created, developed, written or authored by Seller a Party in connection with the performance or a Third-Party Service Provider in receipt of the provision of any ServicesServices by such Party, all right, title and interest throughout the world in and to all such Intellectual Property intellectual property shall vest solely in such Person Party unconditionally and immediately upon such Intellectual Property intellectual property having been created, developed, written or producedauthored, unless the applicable parties Parties agree otherwise agree in writing; provided, however, that any Intellectual Property specifically developed or commissioned for the benefit of Purchaser or the Company by Seller or a Third-Party Service Provider shall be owned by and become the sole property of Purchaser or the Company, as applicable. (c) Except as otherwise expressly provided in this Agreement or in any other Transaction Agreement, (i) no Party (or any of its Affiliates) shall have by virtue of this Agreement any licenses with respect To the extent title to any Intellectual Property (including softwareintellectual property that is the subject of Section 9.11(b), hardware vests, by operation of Law, in the Party or facility an Affiliate of the Party that did not create, develop, write or author such intellectual property, such Party or Affiliate of the Party hereby assigns to the other Party or its designated Affiliate all right, title and (ii) Purchaser shall not have by virtue of this Agreement any licenses with respect interest in such intellectual property and agrees to any Intellectual Property (including software) of any Third-Party Service Provider not granted to Purchaser pursuant to Section 2.11(b). All rights provide such assistance and licenses not expressly granted in this Agreement or in any other Transaction Agreement are expressly reserved by the relevant Party. Each Party shall from time to time execute any such documents and take any other actions reasonably requested by the as such other Party may reasonably request to effectuate the intent of this Section 2.11vest in such Party all right, title and interest in such intellectual property.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreement or in any other Transaction Agreement, Seller, Purchaser, any Third-Party Service Provider each of AIG and the Company and their respective Affiliates of each such Person shall retain all right, title and interest in and to their respective Intellectual Property and any and all improvements, modifications and derivative works thereof. No license or right, express or implied, is granted under this Agreement by Seller, Purchaser, any Third-Party Service Provider and the respective Affiliates of each such Person in or to their respective Intellectual Property, except that, solely Solely to the extent required for the provision or receipt of the Services (as or access to the case may be) Facilities in accordance with this Agreement, each of Seller AIG and Purchaserthe Company, for itself and on behalf of the their respective Affiliates thereofAffiliates, hereby grants to the other (and the their respective Affiliates thereofAffiliates) a non-exclusive, revocable revocable, non-transferable (except as provided in Section 8.05) license during the term of this Agreement to access and use such Intellectual Property that is provided by the granting Party ("Licensor") to the other Party (“Services "Licensee”") in connection with this Agreement, but only to the extent and for the duration necessary for the Services Licensee to provide or receive the applicable Service or access to the applicable Facility as permitted by this Agreement. Upon the expiration of such time, or the earlier termination of such Service or access to such Facility in accordance with Section 6.01(d), the license granted hereunder by the Licensor to the Licensee to the relevant Intellectual Property will terminate; provided, however, that all licenses granted under this Agreement (it being understood that such a license shall terminate or shall be deemed terminated immediately upon the expiration of the term hereof or earlier as provided termination of this Agreement in Article VI and accordance with the terms hereof. The foregoing license is subject to the terms of any licenses granted by other Persons others with respect to Intellectual Property not owned by SellerAIG, Purchaser the Company or the their respective Affiliates that is required for or used in the provision or receipt of such Personthe Services or access to the Facilities in accordance with this Agreement. No license or right, express or implied, is granted under this Agreement by any Licensor to any Licensee or their respective Affiliates in or to their respective Intellectual Property except as expressly provided above in this Section 2.12(a), and all other rights are expressly reserved by each Licensor. (b) Subject to the limited license granted in Section 2.11(a2.12(a), in the event that any Intellectual Property is created by Seller or a Third-Party Service Provider in the performance of the Services or provision of any Servicesaccess to the Facilities, all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely in such Person Provider unconditionally and immediately upon such Intellectual Property having been developed, written or produced, unless the applicable parties Parties agree otherwise agree in writing; provided, however, that any Intellectual Property specifically developed or commissioned for the benefit of Purchaser or the Company by Seller or a Third-Party Service Provider shall be owned by and become the sole property of Purchaser or the Company, as applicable. (c) Except as otherwise expressly provided in this Agreement or in any other Transaction Agreement, (i) no Party (or any of its Affiliates) shall have by virtue of this Agreement any rights or licenses with respect to any Intellectual Property (including software), hardware or facility of the other Party and (ii) Purchaser shall not have by virtue of this Agreement any licenses with respect to any Intellectual Property (including software) of any Third-Party Service Provider not granted to Purchaser pursuant to Section 2.11(b)Party. All rights and licenses not expressly granted in this Agreement or in any such other Transaction Agreement are expressly reserved by the relevant Party. Each Party shall from time to time execute any documents and take any other actions reasonably requested by the other Party to effectuate the intent of this Section 2.112.12.

Ownership of Intellectual Property. (a) Except Any Intellectual Property made, conceived, developed, or reduced to practice, or caused to be made, conceived, developed, or reduced to practice, by Xxxxxx, alone or in conjunction with others, during the term of Xxxxxx’x employment with Company will be deemed to have been made or developed by Xxxxxx solely for the benefit of Company, will be held in trust for the exclusive use and benefit of Company, and will be the sole and exclusive property of Company. Xxxxxx will not, either during the term of Xxxxxx’x employment or at any time after termination of such employment, use or disclose to any third party such Intellectual Property, except as otherwise expressly authorized by Company in writing. While employed by Company, Xxxxxx is permitted to use Intellectual Property for the benefit of Company, provided such use is reasonably within the scope of Xxxxxx’x duties with Company, unless or until such authorization is revoked or rescinded by the General Counsel of Company. (b) Xxxxxx agrees to make prompt and full disclosure to Company or its nominee of all Intellectual Property described in this Agreement or in any other Transaction AgreementSection 3. (c) Xxxxxx agrees to assign, Sellerand does hereby assign, Purchaser, any Third-Party Service Provider and the respective Affiliates of each such Person shall retain to Company all right, title title, and interest in and to their respective Intellectual Property and any and all improvements, modifications and derivative works thereof. No license or right, express or implied, is granted under this Agreement by Seller, Purchaser, any Third-Party Service Provider and the respective Affiliates of each such Person in or to their respective Intellectual Property, except thatincluding, solely to the extent required for the provision without limitation, any “moral” rights which Xxxxxx may have therein under any copyright law or receipt of the Services (as the case may be) in accordance with this Agreementother similar law, each of Seller and Purchaserfurther agrees, for itself and on behalf of the respective Affiliates thereof, hereby grants to the other (and the respective Affiliates thereof) a non-exclusive, revocable license during the term of Xxxxxx’x employment and at any time after termination of such employment, at Company’s request and expense, to review, execute, acknowledge, and deliver any and all papers necessary to secure legal protection for Company therefore in any country in the world, including, but not limited to, applications for patents, trademarks, service markets, and copyrights, and to execute any oath or declaration and verify any document in connection with carrying out the terms of this Agreement Agreement. In the event Company is unable for any reason whatsoever to secure the signature of Xxxxxx to any lawful and necessary documents required, including those necessary for the assignment of, application for, or prosecution of any United States or foreign applications for letters patent or copyright, Xxxxxx hereby irrevocably designates and appoints Company and its duly authorized officers and agents as agent and attorney in fact, to act for and in Xxxxxx’x behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the assignment, prosecution, and issuance of letters patent or copyright thereon with the same legal force and effect as if executed by Xxxxxx. Xxxxxx hereby waives and quitclaims to Company any and all claims of any nature whatsoever which Xxxxxx may now have or may hereafter have for infringement of any patent or copyright resulting from any such application. (d) Xxxxxx agrees that any copyrights in work produced by Xxxxxx during the term of Xxxxxx’x employment by Company, which relate to past, present or foreseeable business, products, developments, technology or activities of Company shall be considered a “work for hire” and shall belong solely to Company. (e) As used herein, “Intellectual Property” means any and all Inventions (as defined below), Works of Authorship (as defined below), trade secrets, trademarks, patents, patentable subject matter irrespective of whether a patent application has been filed, mask works, copyrights, and any other intellectual property conceived, created, developed, discovered, or reduced to practice while Xxxxxx is employed by Company, and that (i) relate directly or indirectly to the business of Company or to the actual or demonstrably anticipated research or development of Company, (ii) result from or are suggested by any work assigned to or performed by Xxxxxx for Company, or (iii) are used to develop or improve any Company equipment, supplies, facility, product, software, service, or trade secret, whether or not such Intellectual Property that is provided by the granting Party developed entirely on Xxxxxx’x own time and with or without use of Company property; “Invention(s)” means any and all discoveries, improvements, ideas, concepts, creative works, and designs, whether or not in writing or reduced to the other Party (“Services Licensee”) in connection with this Agreementpractice, and whether or not they are patentable, including, but only to the extent not limited to, processes, methods, formulas, and for the duration necessary for the Services Licensee to provide or receive the applicable Service as permitted by this Agreement (it being understood that such a license shall terminate or shall be deemed terminated immediately upon the expiration techniques and know-how; and “Works of the term hereof or earlier as provided in Article VI and is subject to any licenses granted by other Persons with respect to Intellectual Property not owned by Seller, Purchaser or the respective Affiliates of such Person). (b) Subject to the limited license granted in Section 2.11(a), in the event that any Intellectual Property is created by Seller or a Third-Party Service Provider in the provision of any Services, all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely in such Person unconditionally and immediately upon such Intellectual Property having been developed, written or produced, unless the applicable parties otherwise agree in writing; provided, however, that any Intellectual Property specifically developed or commissioned for the benefit of Purchaser or the Company by Seller or a Third-Party Service Provider shall be owned by and become the sole property of Purchaser or the Company, as applicable. (c) Except as otherwise expressly provided in this Agreement or Authorship” means those works fixed in any other Transaction Agreementtangible medium of expression from which they can be perceived, (i) no Party (reproduced, or any otherwise communicated, either directly or with the aid of its Affiliates) shall have by virtue of this Agreement any licenses with respect to any Intellectual Property (including software)a machine or device, hardware whether or facility of the other Party and (ii) Purchaser shall not have by virtue of this Agreement any licenses with respect to any Intellectual Property (including software) of any Third-Party Service Provider not granted to Purchaser pursuant to Section 2.11(b). All rights and licenses not expressly granted in this Agreement or in any other Transaction Agreement they are expressly reserved by the relevant Party. Each Party shall from time to time execute any documents and take any other actions reasonably requested by the other Party to effectuate the intent of this Section 2.11copyrightable.

Ownership of Intellectual Property. (ai) Except as otherwise expressly provided in As between the Parties, all Acorda Intellectual Property and Acorda New Intellectual Property will be the exclusive property of Acorda or its Affiliate. (ii) The [*****] is the exclusive property of Acorda or [*****]. Manufacturer acknowledges and agrees that the licenses and other rights and terms set forth herein are subject to (A) the terms, conditions and obligations of the Clean Team CDA and this Agreement or and (B) in any other Transaction Agreementlight of the type and scope of the license granted by Acorda in Section 13.1(a), Sellerthe confidentiality terms, Purchaser, any Third-Party Service Provider conditions and obligations contained in [*****] of the [*****] Agreement to the extent applicable to the Manufacturing Services provided by Manufacturer under this Agreement and the Clean Team CDA; provided that Acorda shall provide to Manufacturer no later than the Effective Date of this Agreement a full unredacted copy of the [*****] Agreement and thereafter any amendments thereto that relate to the Manufacture of the Supplied Product hereunder within fifteen (15) days of their respective effective date, and provided further, that Manufacturer shall maintain the [*****] Agreement solely in the files of its legal department and shall use the [*****] Agreement solely for purposes of ensuring compliance with this Agreement. For the avoidance of doubt, Manufacturer shall maintain confidential the [*****] Agreement for so long as the confidentiality obligations of the [*****] Agreement remain in effect. (iii) All Manufacturer Intellectual Property and Manufacturer New Intellectual Property will, as between the Parties, be the exclusive property of Manufacturer. (iv) Manufacturer shall, and shall cause its Affiliates to, promptly disclose in writing to Acorda the discovery, development, making, conception, or reduction to practice of each such Person shall retain any innovation, improvement, development or discovery included in or giving rise to Acorda New Intellectual Property and, upon Acorda’s request and expense, execute all instruments and other documents that are reasonably required to vest ownership of Acorda New Intellectual Property in Acorda. Acorda will own, and Manufacturer shall, and does hereby, grant and assign to Acorda, including by way of a present assignment of future rights, all right, title and interest in and to their respective Acorda New Intellectual Property and the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the Acorda New Intellectual Property whether occurring before, on, or after the date of this Agreement. Manufacturer agrees that it shall perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution or delivery of) all improvementsfurther assignments, modifications transfers, waivers or other instruments in respect of the Acorda New Intellectual Property as are reasonably required to vest in Acorda the full benefit of the rights, title and derivative works thereof. No license or right, express or implied, is granted interest in the Acorda New Intellectual Property assigned to Acorda under this Agreement by Seller, Purchaser, any Third-Party Service Provider and the respective Affiliates of each such Person in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services (as the case may be) in accordance with this Agreement, each of Seller and Purchaser, for itself and on behalf of the respective Affiliates thereof, hereby grants to the other (and the respective Affiliates thereof) a non-exclusive, revocable license during the term of this Agreement to such Intellectual Property that is provided by the granting Party to the other Party (“Services Licensee”) in connection with this Agreement, but only to the extent and for the duration necessary for the Services Licensee to provide or receive the applicable Service as permitted by this Agreement (it being understood that such a license shall terminate or shall be deemed terminated immediately upon the expiration of the term hereof or earlier as provided in Article VI and is subject to any licenses granted by other Persons with respect to Intellectual Property not owned by Seller, Purchaser or the respective Affiliates of such Person). (bv) Subject Acorda shall, and shall cause its Affiliates to promptly disclose in writing to Manufacturer the limited license granted discovery, development, making, conception, or reduction to practice of any innovation, improvement, development or discovery included in Section 2.11(a), in the event that any or giving rise to Manufacturer New Intellectual Property is created and, upon Manufacturer’s request and expense, execute all instruments and other documents that are reasonably required to vest ownership of Manufacturer New Intellectual Property in Manufacturer. Manufacturer will own, and Acorda shall, and does hereby, grant and assign to Manufacturer, including by Seller or way of a Third-Party Service Provider in the provision present assignment of any Servicesfuture rights, all right, title and interest throughout the world in and to all such Manufacturer New Intellectual Property shall vest solely and the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in such Person unconditionally and immediately upon such respect of any infringement, or any other cause of action arising from ownership, of any of the Manufacturer New Intellectual Property having been developedwhether occurring before, written on, or producedafter the date of this Agreement. Acorda agrees that it shall perform (or procure the performance of) all further acts and things, unless and execute and deliver (or procure the applicable parties otherwise agree execution or delivery of) all further assignments, transfers, waivers or other instruments in writing; provided, however, that any respect of the Manufacturer New Intellectual Property specifically developed or commissioned for as are reasonably required to vest in Manufacturer the full benefit of Purchaser or the Company by Seller or a Third-Party Service Provider shall be owned by rights, title and become interest in the sole property of Purchaser or the Company, as applicableManufacturer New Intellectual Property assigned to Manufacturer under this Agreement. (cvi) Except as otherwise expressly provided Each Party will be solely responsible for the costs of filing, prosecution, and maintenance of patents and patent applications included in this Agreement or in any other Transaction Agreement, (i) no Party (or any of its Affiliates) shall have by virtue of this Agreement any licenses with respect to any claiming Intellectual Property (including software), hardware or facility of the other Party and (ii) Purchaser shall not have by virtue of this Agreement any licenses with respect as to any Intellectual Property (including software) of any Third-Party Service Provider not granted to Purchaser pursuant to Section 2.11(b). All rights and licenses not expressly granted in this Agreement or in any other Transaction Agreement are expressly reserved by the relevant Party. Each Party shall from time to time execute any documents and take any other actions reasonably requested by the other Party to effectuate the intent of this Section 2.11which it is allocated ownership hereunder.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreement or in any other Transaction AgreementSubject to the licenses granted to GSK pursuant to Section 2, SellerSepracor has, Purchaser, any Third-Party Service Provider and the respective Affiliates of each such Person shall retain all right, title and interest in and to their respective Intellectual Property to, the Sepracor Technology (including without limitation the Sepracor Patents and any and all improvements, modifications and derivative works thereof. No license or right, express or implied, is granted under this Agreement by Seller, Purchaser, any ThirdSepracor Know-Party Service Provider and the respective Affiliates of each such Person in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services (as the case may be) in accordance with this Agreement, each of Seller and Purchaser, for itself and on behalf of the respective Affiliates thereof, hereby grants to the other (and the respective Affiliates thereof) a non-exclusive, revocable license during the term of this Agreement to such Intellectual Property that is provided by the granting Party to the other Party (“Services Licensee”) in connection with this Agreement, but only to the extent and for the duration necessary for the Services Licensee to provide or receive the applicable Service as permitted by this Agreement (it being understood that such a license shall terminate or shall be deemed terminated immediately upon the expiration of the term hereof or earlier as provided in Article VI and is subject to any licenses granted by other Persons with respect to Intellectual Property not owned by Seller, Purchaser or the respective Affiliates of such PersonHow). (b) Subject to the limited license granted in Section 2.11(a)12.1(c) below, in the event that any Intellectual Property is created by Seller or a Third-each Party Service Provider in the provision of any Services, shall have and retain all right, title and interest throughout in all inventions, discoveries and know-how which are made, conceived, reduced to practice or generated by its employees, agents or other persons acting under its authority in the world in and to all such Intellectual Property shall vest solely in such Person unconditionally and immediately upon such Intellectual Property having been developed, written course of or produced, unless the applicable parties otherwise agree in writing; provided, however, that any Intellectual Property specifically developed or commissioned for the benefit as a result of Purchaser or the Company by Seller or a Third-Party Service Provider shall be owned by and become the sole property of Purchaser or the Company, as applicablethis Agreement. (c) Except as otherwise expressly provided Sepracor shall solely own all right, title and interest in this Agreement and to any Non-Severable Improvements. GSK shall promptly disclose to Sepracor any and all Non-Severable Improvements conceived or in any other Transaction Agreementreduced to practice by GSK, (i) no Party (its Affiliates and Sublicensees, or any of its Affiliates) or their officers, directors, employees, consultants or other personnel in the performance of the Developmental Studies. All Non-Severable Improvements shall be the exclusive property of Sepracor and GSK shall take, and shall cause its Affiliates and Sublicensees to take, appropriate steps to ensure that its, or their officers, directors, employees, consultants and all other personnel are obligated to assign to Sepracor all right, title and interest each may have by virtue in any such Non-Severable Improvement and will cooperate to effect the foregoing. In consideration of this assignment, Sepracor agrees that in the event that the last Valid Claim within a Patent Controlled by Sepracor that would be infringed by the licensed activities in such country in the absence of the licenses granted under this Agreement any licenses with respect to any Intellectual Property (including softwarecovers a Non-Severable Improvement, then for the purposes of Section 7.3(c)(i), hardware or facility it shall be deemed that such Valid Claim has expired. (d) GSK hereby grants Sepracor a worldwide, non-exclusive, irrevocable and fully paid up license, with right to sub-license, to use in relation to Sepracor’s, its Affiliate’s and sublicensees’ commercialization of the Product in the Sepracor Territory any Severable Improvements or Development Data which are made, conceived, reduced to practice or generated by GSK, its Affiliates and Sublicensees, or any of its or their officers, directors, employees, consultants or other Party and (ii) Purchaser shall not have by virtue personnel in the performance of this Agreement any licenses with respect to any Intellectual Property (including software) of any Third-Party Service Provider not granted to Purchaser pursuant to Section 2.11(b). All rights and licenses not expressly granted in this Agreement or in any other Transaction Agreement are expressly reserved by the relevant Party. Each Party shall from time to time execute any documents and take any other actions reasonably requested by the other Party to effectuate the intent of this Section 2.11Development Studies.