Retained Field. Lytix has the exclusive right to conduct, and is solely responsible for all aspects of, the Commercialization of Products in the Retained Field in the Territory, including: # developing and executing a commercial launch and pre-launch plan, # negotiating with applicable Governmental Authorities regarding the price and reimbursement status of Products; # marketing and promotion; # booking sales and distribution and performance of related services; # handling all aspects of order processing, invoicing and collection, inventory and receivables; and # providing customer support, including handling medical queries, and performing other related functions, in each case of (a)–(f) with respect to the Retained Field; provided, that such decisions are consistent with the express terms and conditions of this Agreement. As between the Parties, Lytix shall bear all of its costs and expenses incurred in connection with such Commercialization activities.

In the Retained Field. As between the Parties, Lytix shall prepare, submit, and own all Regulatory Filings for Product in the Retained Field in the Territory, at Lytix’s sole cost and expense. Verrica hereby grants to Lytix a Right of Reference to all Regulatory Filings pertaining to Product submitted by or on behalf of Verrica. Lytix may use such Right of Reference to Verrica’s Regulatory Filings solely for the purpose of seeking, obtaining, and maintaining Regulatory Approval of Product in Retained Field in the Territory, including in interactions with any Regulatory Authority in connection with Development or Regulatory Approval of Product in the Retained Field in the Territory. Verrica shall support Lytix, as reasonably requested by Lytix and at Lytix’s expense, in seeking, obtaining, and maintaining Regulatory Approvals in the Retained Field in the Territory, including providing necessary documents or other materials required by Applicable Law to seek, obtain, or maintain Regulatory Approval in the Retained Field, all in accordance with the terms and conditions of this Agreement. Lytix shall lead all interactions with Regulatory Authorities with respect to Products in the Retained Field in the Territory. Lytix shall keep Verrica reasonably informed of any material regulatory developments related to Products in the Retained Field in the Territory. At each regularly scheduled JSC meeting, Lytix shall provide Verrica with a list and schedule of any in-person meeting or teleconference with the applicable Regulatory Authorities (or related advisory committees) in the Territory planned for the next Calendar Quarter that relates to any Product in the Retained Field. In addition, Lytix shall notify Verrica as soon as reasonably possible (but in no event later than ​ Business Days if possible) after Lytix becomes aware of any additional such meetings or teleconferences that become scheduled for such Calendar Quarter. Verrica shall provide all assistance and documentation reasonably requested by Lytix to prepare for any such meeting or teleconference, including making available competent personnel to attend any such meeting or teleconference, at Lytix’s reasonable request.

“Field”. Field means the prevention, treatment, control, mitigation or palliation of all human or animal diseases or conditions.

“Field”. Field means all therapeutic uses in humans.

Field Examination. The Administrative Agent or its designee shall have conducted a field examination of the Loan Parties’, Accounts, Credit Card Accounts Receivable, Inventory and related working capital matters and of the Borrowers’ related data processing and other systems, the results of which shall be satisfactory to the Administrative Agent in its sole discretion.

Field Restrictions. [[3D Medicines:Organization]] hereby covenants that it shall not, and shall cause its Affiliates and Sublicensees not to, promote or encourage the use of Licensed Products in the [[3D Medicines:Organization]] Territory for any use outside the Field. [[Aravive:Organization]] hereby covenants that it shall cause other licensees to whom [[Aravive:Organization]] has granted a license to Develop, Manufacture and have Manufactured, distribute, market, promote, sell, have sold, offer for sale, import, label, package and otherwise Commercialize any licensed products in any fields other than the Field hereunder in the [[3D Medicines:Organization]] Territory, not to promote or encourage the use of licensed products in the [[3D Medicines:Organization]] Territory for any use in the Field.

Field Audits. Upon reasonable advance written notice and during reasonable normal business hours, the Debtor shall permit the Bank to inspect the Inventory and other Collateral, to perform appraisals of the Inventory of the Debtor, and to inspect, audit, check and make copies of, and extracts from, the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to Inventory, Accounts and any other Collateral. All such inspections or audits by the Bank shall be at the Debtor's sole expense. So long as there is no Event of Default, Bank shall not conduct such field audits more than once annually.

Inventions Retained. Employee represents that all matters that Employee has created or otherwise developed prior to employment with Insight, which Employee wishes to exclude as obligations to Insight under this Agreement, are listed below. If no items are listed below, Employee represents that there are no such matters to be excluded.

Retained Rights. As between the Parties and subject to the licenses in this OEM Agreement, [[PTC:Organization]] owns all rights in the [[PTC:Organization]] Products, including all [[PTC:Organization]] Distributable Software, and RA owns all rights in the RA Products, including all RA Distributable Software, provided to [[PTC:Organization]], including in either case all Updates, upgrades, modules, add-ons, modifications or improvements to or derivative works. Each Party retains all rights, titles, and interests in and to its respective technology and intellectual property, including the intellectual property rights in its trademarks, products, services, and documentation, and hereby reserves all rights not expressly granted in this OEM Agreement or the Strategic Alliance Agreement. Except as set forth herein, neither Party will attempt to or knowingly permit or encourage others to, and each Party will cause its Affiliates not to, attempt to alter, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the other Party’s materials, except to the extent that the restrictions in this sentence are expressly precluded by applicable laws. Taking any of these actions is a material breach of this OEM Agreement.

For clarity, Atea retains the exclusive ownership and right to use any compound that was generated by or on behalf of Atea, or that is otherwise Covered by intellectual property rights Controlled by Atea, at the Effective Date or during the Agreement Term in the Excluded Field.