IP Licenses. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Section 6.1 and during the continuance of any Event of Default (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor (other than, prior to Administrative Agent exercising its rights under the Credit Agreement (subject to the terms set forth therein) during the occurrence and continuance of a Foreign Lien Trigger Event, the Pledgors) hereby grants to the Administrative Agent, for the benefit of the Secured Parties and to the extent of such Grantor’s rights therein and to the extent permitted by the applicable licenses or other agreements related thereto, # an irrevocable, nonexclusive, worldwide license (exercisable only during the continuance of an Event of Default and without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to the Administrative Agent maintaining, or causing to be maintained, the quality of the respective goods and services associated with the use of the Trademarks at substantially the same level maintained by Grantor immediately prior to the Event of Default to avoid the risk of invalidation of such Trademarks, to, use and practice and sublicense any Intellectual Property included in the Collateral now owned or hereafter acquired by such Grantor, including access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof (in each case to the extent that such Grantor is permitted to grant such license and access under the applicable licenses or other agreements related thereto) and # an irrevocable license (without payment of rent or other compensation to such Grantor and exercisable only during the continuance of an Event of Default) to use, operate and occupy all real property owned, operated, leased, subleased or otherwise occupied by such Grantor .

Aguettant IP. Subject to the terms and conditions set forth in the Agreement and except as set out in Section 2.1(b), Aguettant, on behalf of itself and its Affiliates, hereby grants to AcelRx for the Term an exclusive, royalty-bearing, non-transferable, non-assignable (except as set forth in Section 14.4), non-sublicensable (except as provided in Section 2.2) right and license under the Aguettant IP (other than Aguettant Inventions, and Product Improvements, which are addressed in Section 2.1(b)) to # Develop, solely to the extent expressly permitted by the Agreement, and # Commercialize, in each case, the Products in the Territory.

Background IP. Subject to the licenses and other rights expressly granted herein, each Party shall retain all right, title and interest in and to its Background Intellectual Property.

Background IP. As between the Parties, each Party owns and shall retain exclusive ownership of all right, title, and interest in and to all Intellectual Property that is owned by such Party as of the Effective Date or that such Party creates, conceives, or develops independently of this Agreement.

IP Indemnification. Supplier shall indemnify, defend and hold harmless S&W and its Protected Parties from and against all claims by a third party alleging that any of the Products infringe any Intellectual Property Right of a third party, except to the extent the same relates to or results from # use of S&W’s trademarks, or # Supplier’s compliance with any Specifications or design supplied by S&W. If the Products, or any part of the Products, becomes, or in Supplier’s reasonable opinion is likely to become, subject to a Third Party Claim that qualifies for intellectual property indemnification coverage under this Section 7.3, Supplier shall notify S&W in writing to cease using all or a part of the Products, in which case S&W shall immediately cease all such use of such Products and Supplier shall use its best efforts to provide Products or similar substitute Products that are non-infringing to S&W.

Joint IP. The Performing Party and Requesting Party shall jointly own all right, title, and interest in and to any and all Intellectual Property, data, and other work product, that the Performing Party conceives, invents, reduces to practice, develops or makes, solely or jointly with the Requesting Party or others, in the course of performance of this Agreement, that incorporates or otherwise relies on both the Performing Party’s and Requesting Party’s proprietary technology, materials, or know-how (the “Joint IP”). The Parties agree to negotiate in good faith any future licenses that may be sought or required for either Party to practice or rely upon Joint IP. Notwithstanding the foregoing, the Parties agree that the Performing Party shall not incorporate or rely on its proprietary information, technology, materials, or know-how in the performance of Services in such a manner that may lead to the creation of Joint IP without the prior written consent of the Requesting Party. Any requested proprietary biological material for use with the other Party’s proprietary material in the Services will only be subject to the terms of the Intercompany IP Agreement and will require execution of a material transfer agreement or clinical collaboration agreement, depending on the nature of the activities, prior to such Services.

Licensed IP. Subject to the terms and conditions of this Agreement, Acorda hereby grants to Licensee and its Affiliates during the Term an exclusive, royalty-bearing, non-sublicenseable (except in accordance with Section 2.1(c)), non-transferable (except in accordance with Section 16.1) license, under the Licensed IP, to # Exploit (other than to make or have made) the Licensed Product in the Field in the Territory and # Develop the Licensed Product outside the Territory for the sole purpose of Exploiting the Licensed Product in the Territory; provided, that Licensee has first submitted a proposal to conduct such activity in accordance with Section 5.4(b)(ii), and such proposal has been reviewed by the JDC and all disputes regarding it, if any, have been resolved in accordance with [Section 3.5(c)].

Background IP. Each Party shall own and retain all right, title, and interest in and to all Background Intellectual Property Controlled by such Party. For clarity, [[GlycoMimetics:Organization]]’ Background Intellectual Property excludes [[GlycoMimetics:Organization]] Technology, [[GlycoMimetics:Organization]] Inventions, and Joint Inventions, and Apollomics’ Background Intellectual Property excludes Apollomics Inventions and Joint Inventions.

Licensee IP. As between the Parties and subject to [Section 12.7.4], Licensee will retain all right, title and interest in and to all Licensee IP, and no rights or licenses are granted to Relay hereunder with respect to any Licensee IP other than the licenses and rights granted to Relay pursuant to this Article 12.

Licensed IP. As between the Parties, Poseida shall have the sole and exclusive right, but not the obligation, to initiate and manage any Action anywhere in the world relating to any Third Party Infringement of the Poseida Background IP and Poseida Arising IP. Poseida shall keep Takeda reasonably informed with regard to the preparation and filing of such infringement action and shall consider in good faith the requests of Takeda with respect to strategies for the infringement action. […​…].