Retained Rights. Axsome retains all rights under the Licensed Intellectual Property, any and all other Patent Rights and Know-How owned or Controlled by Axsome or its Affiliates for use thereof either # outside the Territory for any and all purposes or # in the Territory but outside of the Field, and no such rights (either (a) or (b)) are granted under this Agreement to Licensee. Axsome further retains all rights under the Licensed Trademarks (or any Trademark identical or similar to any Licensed Trademark) for use outside of the Territory

Retained Rights. Subject to Section 10.8 and the remainder of this Agreement, each Party retains all right, title and interest in and to, in the case of Unum, all ACTR T-cells and, in the case of SGI, all SGI Antibodies except to the extent expressly granted hereunder, including the right to use, in the case of Unum and its Affiliates, all ACTR T-cells and, in the case of SGI and its Affiliates, all SGI Antibodies for internal, non-clinical research purposes.

Retained Rights. Except as expressly provided in Sections 2.1 and 2.2, all rights in and to the Althea IP, and any trademarks or other intellectual property rights of Althea and its Affiliates, are hereby retained by Althea and its Affiliates. For the purpose of clarity, Allena acknowledges and agrees that the rights and license granted to Allena under Althea IP pursuant to Sections 2.1 and 2.2 exclude any right to Develop, make, have made, use, sell, have sold, offer for sale or import any active ingredient other than a Product Candidate or Licensed Product.

Company shall be the sole owner, in perpetuity, throughout the universe in any and all languages, of all right, title and interest in and to the results and proceeds of Recipient’s services performed for or on behalf of Company (“Work Product”), whether under a current written or oral employment agreement, a prior employment agreement or any other agreement. Such Work Product includes, without limitation, all material of any kind and nature whatsoever – whether tangible or intangible – produced, conceived, developed, acquired, obtained, created and/or furnished by or submitted to Recipient prior to or during Recipient’s employment by Company, including without limitation, all materials, ideas, concepts, formats, suggestions, developments, arrangements, packages, computer programs, source code, object code, documentation, plans, drawings, designs, specifications, calculations, renderings, models, prototypes, copyrights and other intellectual property or intangible rights. Any work in connection with such services shall be considered a “work made for hire” under the Copyright Law of the United States, and Recipient recognizes and agrees that Company is the sole author and copyright (and any other intellectual property) holder of such work. Any Work Product created and/or submitted to Company during Recipient’s employment shall automatically become the sole property of Company.

The Field. For Purposes of this Agreement, the “Field” shall include products other than the Subject Product and which are:

Field Examinations. [[Organization A:Organization]] shall pay to [[Organization B:Organization]] promptly at the conclusion of any collateral evaluation performed by or for the benefit of [[Organization B:Organization]] (namely any field examination, collateral analysis or other business analysis, the need for which is to be determined by [[Organization B:Organization]] and which evaluation is undertaken by [[Organization B:Organization]] or for [[Organization B:Organization]]'s benefit) a collateral evaluation fee in an amount equal to $1,250 (or such other amount customarily charged by [[Organization B:Organization]] to its customers) per day for each person employed to perform such evaluation, plus a per examination manager review fee (whether such examination is performed by [[Organization B:Organization]]'s employees or by a third party retained by [[Organization B:Organization]]) in the amount of $1,300 (or such other amount customarily charged by [[Organization B:Organization]] to its customers), plus all costs and disbursements incurred by [[Organization B:Organization]] in the performance of such examination or analysis, and further provided that if third parties are retained to perform such collateral evaluations, either at the request of another [[Organization C:Organization]] or for extenuating reasons determined by [[Organization B:Organization]] in its Permitted Discretion, then such fees charged by such third parties plus all costs and disbursements incurred by such third party, shall be the responsibility of [[Organization A:Organization]] and shall not be subject to the foregoing limits. So long as no Event of Default exists, [[Organization A:Organization]] shall only be obligated to pay or reimburse [[Organization B:Organization]] for up to three (3) field examinations in any calendar year.

Field Examination. [[Organization B:Organization]] shall have received satisfactory results from a pre-funding, asset-based field examination, to be completed prior to the date hereof, upon which [[Organization B:Organization]] is entitled to rely, conducted by examiners satisfactory to [[Organization B:Organization]];

Field Examination. The Administrative Agent or its designee shall have conducted a field examination of the Borrowers’ Accounts, 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.

Retained Credit Support. Crestwood agrees to retain in place, or to cause its Affiliates to retain in place, unless and until released or returned in accordance with its terms or as provided in the Newco LLC Agreement, each guarantee, letter of credit, surety, performance or other bond, cash or other collateral or similar credit support arrangement issued or posted by or for the account of Crestwood or any of its Affiliates (excluding Newco and the Contributed Entities) to support the operations and obligations of Newco or any Contributed Entity, as set forth on [Section 5.9(b)] of the Crestwood Disclosure Schedule.

Field Exam. A field exam will be required at Lender’s discretion.