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].

Each Party shall, during the Term and thereafter: # use the other Party’s IP Rights only in accordance with this Agreement and any instructions of the Party owning such IP Rights; and # safeguard the other Party’s IP (including, in the case of Avail, any Licensed Data), including all copies thereof, from infringement, misappropriation, theft, misuse, or unauthorized access.

Except as otherwise provided in [Section 12.2(a)] or [Section 12.2(a)], ownership of any Program IP created or conceived solely by or on behalf of a Party will be solely owned by such Party (together with rights owned by such Party pursuant to [Section 12.2(a)] or [Section 12.2(a)], rights described in this [Section 12.2(c)] are referred to herein as “Sole Program IP” for each Party), and if created or conceived jointly by or on behalf of the Parties will be jointly owned by the Parties (referred to herein as “Joint Program IP”). For clarity, Unum Core IP and SGI Core IP are not within the definition of Sole Program IP or Joint Program IP. Any Unum Core IP, or Sole Program IP or Joint Program IP in which Unum has an ownership interest will be “Unum Program IP”, and any SGI Core IP, or Sole Program IP or Joint Program IP in which SGI has an ownership interest, will be “SGI Program IP”, in each case regardless of any inventive contribution made by either Party, its Affiliates or subcontractors and their respective employees, consultants, contractors and agents.

The Company shall be responsible for all IP Expenses associated with such IP Applications. The Company shall further reimburse NTU for all IP Expenses for such IP Applications that may have been incurred by NTU before the effective date of the grant of the exclusive commercialisation rights to the Company; and

Except as set forth on [Schedule 3.13(a)], the Group Companies own and have good and marketable title to, license or, to the Company’s knowledge, otherwise have an enforceable right to use, free and clear of all Liens except for Permitted Liens, the material Intellectual Property Rights used in the conduct of the business of the Group Companies as currently conducted or as proposed to be conducted (collectively, the “IP Rights”). The IP Rights collectively constitute all of the material Intellectual Property Rights necessary for the conduct of the business of the Group Companies as currently conducted or as proposed to be conducted. For clarity, nothing in this [Section 3.13(a)] is a representation with respect to the infringement, misappropriation or violation of Intellectual Property rights owned by third parties, which matters are addressed exclusively in [Section 3.11(b)]. All IP Rights owned by any of the Group Companies (the “Owned IP Rights”) are subsisting and, to the Company’s knowledge, valid and enforceable. [Schedule 3.13(a)] sets forth a true and complete list of # issued patents and other registrations of Owned IP Rights and # patent applications and other applications for the registration of Owned IP Rights.

The Distributor shall not put or retain the Trademarks in the Distributor’s own name or any business name;

Retention of Intellectual Property Rights. JUPITER acknowledges that AB is the owner of all IP. AB shall retain all right, title and interest in and to IP.

“IP Rights” has the meaning specified in [Section 5.15].

the Neuren IP is valid, subsisting and in full force and effect and, to Neuren’s knowledge, is enforceable and Neuren has not misappropriated any rights of Third Parties with respect to the Neuren IP;

The Technology shall be included in the Caribou IP (as defined in the License Agreement) and subject to the rights and licenses granted to ​ under the Caribou IP pursuant to the License Agreement.