Enforcement of Intellectual Property Rights. During and after the period of my employment and at Company’s request and expense, I will assist Company in every proper way, including consenting to and joining in any action, to obtain and enforce United States and foreign Intellectual Property Rights and Moral Rights relating to Company Inventions in all countries. If Company is unable to secure my signature on any document needed in connection with such purposes, I hereby irrevocably designate and appoint Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act

Intellectual Property Rights. Except as would not have a Material Adverse Change, the Company and each of its subsidiaries own or otherwise possess adequate rights to use all patents, trademarks, service marks, trade names and copyrights, all applications and registrations for each of the foregoing, and all other proprietary rights and confidential information used in or necessary to conduct their respective businesses as currently conducted; except as would not have a Material Adverse Change, and none of the Company or any of its subsidiaries has received any written notice of any infringement of, misappropriation, violation or conflict with the rights of any third party with respect to any of the foregoing.

Intellectual Property Rights. The Executive acknowledges and agrees that all inventions, technology, processes, innovations, ideas, improvements, developments, methods, designs, analyses, trademarks, service marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reports and all similar, related, or derivative information or works (whether or not patentable or subject to copyright), including but not limited to all resulting patent applications, issued patents, copyrights, copyright applications and registrations, and trademark applications and registrations in and to any of the foregoing, along with the right to practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the foregoing, and the right to choose not to do or permit any of the aforementioned actions, which relate to ​ or Affiliates’ actual or anticipated Business, research and development or existing or future products or services and which are conceived, developed or made by the Executive while employed by ​ or an Affiliate (collectively, the “Work Product”) belong to ​. The Executive further acknowledges and agrees that to the extent relevant, this Agreement constitutes a “work for hire agreement” under the Copyright Act, and that any copyrightable work (“Creation”) constitutes a “work made for hire” under the Copyright Act such that ​ is the copyright owner of the Creation. To the extent that any portion of the Creation is held not to be a “work made for hire” under the Copyright Act, the Executive hereby irrevocably assigns to ​ all right, title and interest in such Creation. All other rights to any new Work Product and all rights to any existing Work Product are also hereby irrevocably conveyed, assigned and transferred to ​ pursuant to this Agreement. The Executive will promptly disclose and deliver such Work Product to ​ and, at ​’s expense, perform all actions reasonably requested by ​ (whether during or after the Employment Period) to establish, confirm and protect such ownership (including, without limitation, the execution of assignments, copyright registrations, consents, licenses, powers of attorney and other instruments). All Work Product made within six months after termination of the Executive’s employment with ​ will be presumed to have been conceived during the Executive’s employment with ​, unless the Executive can prove conclusively that it was created after such termination.

Each Rights Holder retains title to his/her interest in the Rights, including any and all intellectual property rights and know-how related thereto, save if and to the extent this Agreement expressly provides otherwise. For clarity, [[Organization A:Organization]] shall have and retain title and interest in and to any and all rights, results and/or know-how that is obtained or developed by A VROBIO through practice of the License or otherwise as a result of its research on and development, manufacture, sale and marketing of Products in the Field of Use. In the event that any Rights are jointly invented by [[Organization A:Organization]] and any Rights Holder, such Rights shall be jointly owned by the relevant Rights Holder(s) and [[Organization A:Organization]] and, notwithstanding Section 6.1, [[Organization A:Organization]] shall have the first right to file, prosecute, defend or maintain any patent or patent application claiming the relevant Rights in accordance with the principles of Section 6.1, mutatis mutandis.

Intellectual Property Rights. Any and all concepts, improvements, computer software, articles, pamphlets, brochures, marketing plans, or other information (collectively, “Developments”) which the Executive discovers, edits or develops during the Term of his employment, which relates to or is useful in connection with the business of Flagship/Parent Company Affiliates, shall be deemed work for hire and shall be the sole and exclusive property of the applicable Flagship/Parent Company Affiliate. The Executive hereby assigns, transfers and conveys to Flagship all right, title and interest in, and to all such Developments. The Executive shall make full disclosure thereof to Flagship and shall do such acts and deliver all such instruments as Flagship shall reasonably require of Executive, at Flagship’s expense, to effect such ownership and to enable Flagship to file and prosecute applications for and to acquire, maintain and enforce any and all patents, trademark, registrations or copyrights under United States or foreign law with respect to such Developments or to obtain any extension, valid action, reissuance, continuance or renewal of any such patent, trademark or copyright.

Intellectual Property Rights. Employee acknowledges and agrees that all concepts, writings and proposals submitted to and accepted by Employer (“Intellectual Property”) which relate to the business of Employer and which have been conceived or made by him/her during the period of his employment, either alone or with others are the sole and exclusive property of Employer or its clients. As of the date hereof, Employee hereby assigns in favor of Employer all the Intellectual Property covered by this paragraph. On or subsequent to the date hereof, Employee shall execute any and all other papers and lawful documents required or necessary to vest sole rights, title and interest in the Employer or its nominee of the Intellectual Property.

Intellectual Property. The Borrower and each of its Subsidiaries own or are licensed or otherwise have full legal right to use all of the patents, trademarks, service marks, trade names, copyrights, franchises, authorizations and other rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person with respect thereto, except where the absence of such rights or the presence of such conflicts could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Intellectual Property. ​ has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with its businesses as described in the Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and ​ has not received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated, or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Except as disclosed in the Reports, ​ has not received, since the Latest Financial Date, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of ​, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights.

Intellectual Property. The Company’s intellectual property is set forth in its SEC filings. Except as set forth in the Company SEC reports, the Company owns or has valid rights to use the trademarks, trade names, domain names, copyrights, patents, logos, licenses and computer software programs (including, without limitation, the source codes thereto) that are necessary for the conduct of its business as now being conducted. All of the Company’s licenses to use software programs are current and have been paid for the appropriate number of users. To the Knowledge of the Company, none of the Company’s intellectual property infringe upon the rights of any third party that may give rise to a cause of action or claim against the Company or each of its successors. To the Knowledge of the Company, the Company is not currently infringing or misappropriating the intellectual property of any other Person that would have a Material Adverse Effect. No licenses or rights from any third parties (or additional payments to any such persons resulting from the transactions contemplated by this Agreement) are required to use and exploit the Intellectual Property as currently used and exploited by Seller.

Except as listed on [Schedule 4.14(a)] to the Disclosure Schedules, there are no trademarks, trade names, brand names, service marks, patents or copyrights material to or used in [[Organization A:Organization]]’s business. Except as shown on [Schedule 4.14(a)] to the Disclosure Schedules, no person has a right to receive a royalty with respect to any of the foregoing, and [[Organization A:Organization]] has no licenses granted by or to it and [[Organization A:Organization]] is not a party to any other agreement, relating in whole or in part to any items in the foregoing categories.