Neither Party will, as a result of this Agreement, acquire any right, title, or interest in any Background Intellectual Property of the other Party or any of its Affiliates.

Title to Intellectual Property. Except as expressly provided for under the terms of this Services Agreement, each Recipient acknowledges that it shall acquire no right, title or interest (including any license rights or rights of use) in any Intellectual Property which is owned, licensed or otherwise used by any Provider or any of their respective Affiliates or any Third Party, if applicable, by reason of the provision or receipt of the services provided hereunder. Each Recipient agrees not to remove or alter any copyright, trademark, confidentiality or other proprietary notices that appear on any Intellectual Property owned, licensed or used by any Provider or any of their respective Affiliates or any Third Party, if applicable, and each Recipient agrees to reproduce any such notices on any and all copies thereof. Each Recipient agrees not to attempt to decompile, translate, reverse engineer or disassemble any Intellectual Property owned, licensed or used by any Provider or their respective Affiliates or any Third Party, if applicable, and a Recipient shall promptly notify its respective Provider of any such attempt, including by any employee or representative of such Recipient or by any Third Party, of which such Recipient becomes aware.

Intellectual Property; Licenses, Etc. Each Loan Party and each Restricted Subsidiary own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents and all other intellectual property rights that are used in the operation of the business of the Borrowers and Restricted Subsidiaries, except to the extent that individually, or, in the aggregate, it could not reasonably be expected to have a Material Adverse Effect. To the best knowledge of each Loan Party, no slogan or other advertising device, product, process, method, substance, part or other material now employed by any Loan Party or any Restricted Subsidiary infringes upon any rights held by any other Person except where such infringement could not reasonably be expected to have a Material Adverse Effect. Except as disclosed on [Schedule 6.17], no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of each Loan Party, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Rights to Intellectual Property. All rights and licenses granted under or pursuant to this Agreement by one Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code or any similar law in effect in a foreign jurisdiction, licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code or the relevant foreign law. The Parties agree that Axsome or Licensee, as licensee of intellectual property under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code or relevant foreign law. The Parties further agree that in the event of a rejection of this Agreement by Axsome or Licensee, as applicable, in any bankruptcy proceeding by or against Axsome or Licensee, as applicable, under the U.S. Bankruptcy Code or foreign equivalent, # Licensee or Axsome, as applicable, shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, which, if not already in Licensee’s or Axsome’s, as applicable, possession, shall be promptly delivered to it upon Licensee’s or Axsome’s, as applicable, written request therefore, and # Axsome or Licensee, as applicable shall not interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not interfere with such other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The term “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Licensed Products, filings with Regulatory Authorities and related rights, and Licensed Intellectual Property.

Assignment of Intellectual Property. You hereby fully and irrevocably assign to ​ all of your right, title and interest in and to any and all confidential information, works of authorship, inventions, trade secrets, ideas, improvements, discoveries, developments, devices, methods, processes, software, designs, reports, trademarks, trade names, service marks, logos and trade dress (collectively, “Intellectual Property”), and all proprietary and intellectual property rights with respect thereto (collectively, “Proprietary Rights”), whether or not patentable or registrable under trademark, copyright or other statutes, made or conceived or reduced to practice by you as a result of your employment with ​, either alone or jointly with others, during the period of your employment with ​. You acknowledge that all original works of authorship which are made by you, solely or jointly with others, within the scope of your employment and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C., [Section 101]), and that even if it should be determined that such works do not qualify as “works made for hire,” all of your right, title and interest thereto is nonetheless assigned to ​ by virtue of this Agreement. All Intellectual Property shall be owned by ​ irrespective of any copyright notices or confidentiality legends to the contrary. You agree to promptly disclose to the Company and hold in trust for the sole right, benefit and use of the Company any such Intellectual Property, and to promptly execute any and all declarations, assignments, applications and other instruments which ​ shall deem necessary to apply for and obtain patents and copyright registrations in any country or otherwise to protect ​ interests in the Intellectual Property. Furthermore, any assignment to ​ of Intellectual Property includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal and any other rights throughout the world that may be known as or referred to as rights of “droit moral” or “moral rights” and/or any similar rights or principles of law that you may have in any Intellectual Property (collectively, “Moral Rights”). To the extent that such Moral Rights are not assignable under applicable law, you hereby waive and agree not to enforce any and all such Moral Rights, including, without limitation, any right to identification of authorship or limitation on subsequent modification. You acknowledge that ​ shall have the full and free right to do or not to do whatever it desires with respect to the Intellectual Property, including without limitation, the right to utilize or not utilize the same, the right to file or not file a patent application and the right to license or sell the same, upon such terms as it may desire, with or without compensation. You recognize that this Agreement does not require assignment of: # any Intellectual Property that you made or conceived prior to the commencement of your employment with ​ (which, to preclude any possible uncertainty, you have listed on ​ attached hereto); or # any Intellectual Property that you develop entirely on your own time without using ​ equipment, supplies, facilities, or trade secret information except for that Intellectual Property which either: # relates at the time of conception or reduction to practice to ​ business, or actual or demonstrably anticipated research or development of ​; or # results from any work performed by you for ​. The provisions of this Section shall be binding upon you and your heirs, executors and administrators.

Each Party acknowledges and agrees that neither Party shall, during the Term and thereafter: # acquire any ownership interest in any of the other Party’s IP Rights as described in [Section 7.1]; # take any action that interferes with any of the other Party’s IP Rights as described in [Section 7.1], including such other Party’s ownership or exercise thereof; # challenge any right, title, or interest of the other Party in or to its IP Rights as described in [Section 7.1]; or # make any claim or take any action adverse to the other Party’s ownership of its IP Rights as described in [Section 7.1].

Definition of Intellectual Property. As used herein, the term “Intellectual Property” shall include, without limitation, any inventions, technological innovations, discoveries, designs, formulas, know-how, processes, business methods, patents, trademarks, service marks, copyrights, computer software, ideas, creations, writings, lectures, illustrations, photographs, motion pictures, scientific and mathematical models, improvements to all such property, and all recorded material defining, describing or illustrating all such property, whether in hard copy or electronic form.

Background Technology. As between the Parties, # Unum will own all right, title and interest in and to the Unum Background Technology, and # SGI will own all right, title and interest in and to the SGI Background Technology.

Background IP. As between the Parties, ​ shall have exclusive ownership of ​’s Background IP, and ​ shall have exclusive ownership of ​’s Background IP.

Background Check. This offer is contingent upon a successful employment verification of criminal, education, and employment background. This offer can be rescinded based upon data received in the verification.