Intellectual Property; Licenses; Etc. Except as could not reasonably be expected to have a Material Adverse Effect, each of the Borrower and its Restricted Subsidiaries owns, or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that is reasonably necessary for the operation of its businesses as presently conducted, without conflict with the rights of any other Person. To the knowledge of any Responsible Officer of the Borrower and except as could not reasonably be expected to have a Material Adverse Effect, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any of its Restricted Subsidiaries infringes upon any rights held by any other Person. To the knowledge of any Responsible Officer of the Borrower, no claim or litigation regarding any of the foregoing is pending or threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Set forth on [Schedule 5.11] is a list of # all material IP Rights registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office that as of the Closing Date a Loan Party owns and # all exclusive licenses of material IP Rights recorded with the United States Copyright Office or the United States Patent and Trademark Office as of the Closing Date.

Inventions and Intellectual Property. Employee shall promptly disclose to the Company any and all conceptions and ideas for inventions, improvements and valuable discoveries, whether patentable or not, which are conceived or made by Employee, solely or jointly with another, during or after regular hours of employment, during the period of employment or within one year thereafter, and which are related to the business or activities of the Company or which Employee conceives as a result of his or her employment by the Company, and Employee hereby assigns and agrees to assign all Employee’s interests therein to the Company or its nominee. Employee also agrees that all works created by him/her are considered work made for hire and prepared by Employee within the scope of his/her employment by the Company and Employee further agrees to assign, and hereby does assign automatically, all such future work to the Company. Whenever requested to do so by the Company, Employee shall execute any and all applications, assignments or other instruments that the Company shall deem necessary to apply for and obtain any patent or copyright in the United States or any foreign country or to otherwise protect the Company's interest therein. These obligations shall continue beyond the termination of employment with respect to inventions, improvements and valuable discoveries, whether patentable or not, conceived, made or acquired by Employee during the period of employment or within one year thereafter, and shall be binding upon Employee’s assigns, executors, administrators and other legal representatives.

Any Intellectual Property conceived, developed, or created solely by an employee of Seller or any of its Affiliates seconded to the Partnership, whether or not yet in use by the Partnership, shall be solely owned by the Partnership. Seller and its Affiliates hereby agree # to assign ownership of all such Intellectual Property, to the extent possible, # to use reasonable efforts to facilitate assignment by the employee, and # not to challenge the ownership or inventorship of such Intellectual Property. Seller, its Affiliates, and any employees of Seller or any of its Affiliates who are deemed inventors shall cooperate fully with the Partnership in connection with the Partnership’s efforts to secure any new patent rights relating to such Intellectual Property, including but not limited to the execution of any necessary and proper oaths, declarations, assignments or affidavits relating to any patent applications required: # for the filing or prosecution of any original applications, divisionals, continuations or continuation-in-part applications; or # in connection with the reissue or extension of any patent that may be granted on an invention Seller, its Affiliates, and any employees of Seller or any of its Affiliates who are deemed inventors shall also take any other related actions that the Partnership may deem necessary or expedient, and that will vest all rights in those patents to the Partnership. Neither Seller nor its Affiliates will challenge the ownership or inventorship of any of the Intellectual Property transferred pursuant to this [Section 4.7(a)].

Assignment of Intellectual Property. At all times during the term of Executive’s employment with McDonald’s and continuing at all times after the termination of Executive’s employment with McDonald’s for any reason, whether with or without cause, at the option of McDonald’s or Executive, with or without notice, Executive agrees and covenants that Executive shall make prompt full written disclosure to McDonald’s and hold in trust for the sole right, benefit, and use of McDonald’s: any ideas, inventions, innovations, discoveries, improvements, developments, methods, designs, analyses, drawings, recipes, reports and all similar or related information, whether or not patentable, and any works of authorship, whether or not copyrightable, (collectively “Inventions”), that originate with Executive in whole or in part during the period of Executive’s employment. Executive agrees and acknowledges that any and all Inventions shall remain the exclusive property of McDonald’s. Executive hereby expressly and fully assigns to McDonald’s exclusive right, title and interest to all Inventions that originate with Executive in whole or in part during the period of Executive’s employment, whether written or not, and whether or not patentable or eligible for protection under copyright law, and fully waive any claims or rights Executive may have therein. Executive agrees to assist McDonald’s, at McDonald’s expense, in perfecting such transfer or assignment by taking all necessary actions and executing all documents as may be required. Executive understands that the foregoing shall not apply to Inventions # developed on Executive’s own time, # without the use of Confidential Information, proprietary information and/or trade secrets or without McDonald’s supplies, equipment, facilities, or property, and # that are not based on any work performed for McDonald’s or related in any way to McDonald’s business or actual or demonstrably anticipated research or development. Any assignment to McDonald’s of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights," “artist’s rights," “droit moral," or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, Executive hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any right to identification of authorship or limitation on subsequent modification that Executive may have in the assigned Inventions. Executive further acknowledges that all original works of authorship that are made by him/her (solely or jointly with others) within the scope of and during the period of employment with McDonald’s and which are protectable by copyright are “works made for hire”, as that term is defined in the United States Copyright Act (17 USC §101) or under any similar concept other applicable copyright law (to the extent U.S. copyright law does not apply). The Executive’s obligations under this Section shall continue after Executive’s employment with McDonald’s is terminated, regardless of the nature or reason for such termination. The provisions of this Section shall be binding upon the Executive and the Executive’s heirs, executors and administrators.

“​ Field of Use” means # physical layer (“PHY”) technology for Ethernet networking technologies, circuit design, modeling and process design methodologies, programs and flows that do not fall within the ​ Field of Use and are not otherwise based in any way on ​ Confidential Information, # dynamic back biasing technology that does not fall within the ​ Field of Use and is not otherwise based in any way on ​ Confidential Information; and # additional technology, if any, expressly identified in the Project Statement.

Control of Intellectual Property. Neither Party shall enter into or amend any agreement with a Third Party, or include in any such agreement or amendment any restrictive provisions, with the effect of limiting its Control of, or to not Control, any Information, Patent or other intellectual property right or Regulatory Documentation that would be subject to the license grants in [Sections 2.1] (as to UroGen) or [Section 2.6.3] (as to Allergan) in the absence of such agreement, amendment or restrictive provisions.

Protect, defend and maintain the validity and enforceability of its Intellectual Property material to Borrower’s business; # promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and # not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.

The Contractor hereby grants to Customer a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual and irrevocable license, with the right to use, maintain, reproduce, perform, adapt, distribute and modify Contractor Licensed IP to make, have made, use, import, sell, offer for sale or otherwise exploit, provide, distribute or dispose of (in each case, directly or indirectly) products of any kind, and to provide, use, offer to sell, or sell (in each case directly or indirectly) services of any kind, in each case solely within the Permitted Licensed Use and in support of or in connection with the operation of the business of Customer within the Permitted Licensed Use. The Contractor shall promptly disclose and provide to Customer any enhancements or updates to Contractor Licensed IP made during the term of this Contract, as such enhancements or updates become available. In addition, any commercial use of Contractor’s Trademarks included in Contractor Licensed IP shall be subject to Contractor’s prior written approval and shall, at all times, comply with Contractor’s quality standards. Any deviation or deficiency from such quality standards shall be promptly corrected by Customer. The foregoing license may be assigned by Customer to a purchaser or acquirer of the entire or substantially all of the business of Customer related to this Contract.

Return of Company Property; Ownership of Intellectual Property Rights. You agree that on or before termination of your employment for any reason with the Company or any Related Company, you shall return to the Company all property owned by the Company or any Related Company or in which the Company or any Related Company has an interest or to which the Company or any Related Company has any obligation, including any and all files, documents, data, records and any other non-public information (whether on paper or in tapes, disks, memory devices, or other machine-readable form), office equipment, credit cards, and employee identification cards. You acknowledge that the Company (or, as applicable, a Related Company) is the rightful owner of, and you hereby grant and assign, all worldwide right, title and interest in and to any Intellectual Property (defined below) to Company (or, as applicable, a Related Company).You shall at all times, both before and after termination of your employment, cooperate with the Company (or, as applicable, any Related Company) and its representatives in executing and delivering documents requested by the Company or a Related Company, and taking any other actions, that are necessary or requested by the Company or a Related Company to assist the Company or any Related Company in patenting, copyrighting, protecting, registering, or enforcing any Intellectual Property and to vest title thereto solely in the Company (or, as applicable, a Related Company). You irrevocably designate and appoint Verizon, its duly authorized officers and legal counsel, as your agents and attorneys-in-fact authorized to execute and file any document in your name that is necessary to secure, perfect or memorialize the rights of Company (or, as applicable, a Related Company) in Intellectual Property, such power of attorney coupled with the interest conveyed by you in Intellectual Property. You waive any moral rights, artist’s rights or the like you may obtain in any Intellectual Property, or, to the extent such waiver is not permitted by law, hereby agree not to assert any moral rights, artist’s rights or the like to any Intellectual Property against Company, any Related Company, or their assignees or licensees. As used herein, “Intellectual Property” means any of the following created, invented, discovered or developed by you (alone or with others) during the period of your employment by Company or any Related Company: # ideas, inventions, designs, models, algorithms and discoveries (whether patentable or not); computer programs, documents, images, works of authorship and other information fixed in tangible media (whether copyrightable or not); trade secrets, know how, models, data and other Confidential Information regarding the business of Company or any Related Company; trademarks, trade dress, designs and other indicia or origin (whether registered or not); and all worldwide intellectual property rights obtained based on the foregoing, including patents, utility models, copyrights, trademarks, trade secrets, rights in data, or other intellectual property or neighboring rights. Notwithstanding the foregoing, Intellectual Property does not include anything developed entirely on your own time without using any equipment, supplies, facilities or confidential information of Company or any Related Company, except that which # relates at the time of its conception or reduction to practice to the business of Company or any Related Company or actual or demonstrably anticipated research or development of Company or any Related Company, or # results from any work performed by you for Company or any Related Company.

Any such Intellectual Property which is not Eligible Intellectual Property shall nevertheless be part of the Collateral.