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).

Intellectual Property jointly conceived, developed, or created by an employee of Seller or any of its Affiliates not seconded to the Partnership and an employee of Seller or any of its Affiliates seconded to the Partnership, whether or not yet in use by the Partnership, shall be jointly owned by the Partnership and Seller or any of its Affiliates without any rights of accounting or any limitation on use except that Seller and its Affiliates agree that it will not license to third parties or assign such Intellectual Property in this Section 4.7(c) that would enable the licensee or assignee, respectively, to compete against the Partnership utilizing such Intellectual Property if Seller and its Affiliates would be prohibited from using such Intellectual Property by the covenants in Section 4.4 of this Agreement. Seller and its Affiliates hereby assign a joint ownership interest in all such Intellectual Property in this Section 4.7(c) to Partnership, and agree 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 record joint ownership of any registerable Intellectual Property covered by this Section 4.7(c), 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 any Intellectual Property covered by this Section 4.7(c) and any other related actions that the Partnership may deem necessary or expedient, and that will vest in the Partnership joint ownership in all rights in those patents. Neither Seller nor its Affiliates will challenge the joint ownership or inventorship of any of the Intellectual Property covered by this Section 4.7(c).