Intellectual Property. Each of the Borrower and its Subsidiaries (other than any Financing Subsidiary) owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries (other than any Financing Subsidiary) does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Intellectual Property. To the knowledge of the Company, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a written notice that any of, the material Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, other than in accordance with the terms of the Intellectual Property Rights. Neither the Company nor any Subsidiary has received, since the date of the most recent unaudited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has no knowledge

The Loan Parties have all material rights with respect to Intellectual Property necessary or material in the operation or conduct of their business as currently conducted and proposed to be conducted by the Loan Parties. Without limiting the generality of the foregoing, and in the case of material Licenses, except for restrictions that are unenforceable under Division 9 of the UCC or other applicable law, the Loan Parties have the right, to the extent required to operate their business, to freely transfer, license or assign Intellectual Property necessary or material in the operation or conduct of their business as currently conducted and currently proposed to be conducted by them, without condition, restriction or payment of any kind (other than license payments in the ordinary course of business) to any third party, and the Loan Parties, to the Loan Parties’ knowledge, own or have the right to use, pursuant to valid licenses, all software development tools, library functions, compilers and all other third-party software that are material to their business and used in the design, development, promotion, sale, license, manufacture, import, export, use or distribution of Products except customary covenants in inbound license agreements and equipment leases where a Loan Party is the licensee or lessee.

Intellectual Property. Each Loan Party shall # protect, defend and maintain the validity and enforceability of its material Intellectual Property; # promptly advise Agent in writing of material infringements of its material Intellectual Property; and # not allow any Intellectual Property material to Loan Parties’ business to be abandoned, forfeited or dedicated to the public without Agent’s written consent.

Investment Property, including Commodity Accounts and Commodity Contracts;

Intellectual Property. The Administrative Agent shall have received security agreements duly executed by the applicable Credit Parties for all federally registered copyrights, copyright applications, patents, patent applications, trademarks and

Intellectual Property. You will promptly disclose and hereby transfer and assign to the Company all right, title and interest in and to all techniques, methods, processes, software, documents, formulae, improvements, inventions and discoveries (and any patents issuing thereon) made or conceived or reduced to practice by you, solely or jointly with others, in the course of this Senior Advisor Agreement or with the use of materials or facilities of the Company during the Senior Advisor Term, and all intellectual property rights related to any of the foregoing (collectively “Inventions”). You will not publish any such Invention without the Company’s prior written consent. When requested by the Company, you will make available to the Company all papers, notes, drawings, data and other information relating to any such Inventions. You will promptly sign any documents (including U.S. and foreign copyright, trademark and patent assignments) requested by the Company related to the above assignment of rights and such Inventions and will cooperate with the Company at the Company’s request and expense in preparation and prosecution of any U.S. or foreign copyright, trademark or patent applications related to such rights and Inventions. Your obligations under this paragraph will survive expiration of this Senior Advisor Agreement for the period of three (3) years from the date of expiration. Your obligations under this paragraph will not apply to a particular circumstance to the extent such obligations are unenforceable in such circumstance pursuant to the provisions of North Carolina General Statute [Section 66-57.1]1] et seq. (as amended from time to time), provided that your obligations under this paragraph will continue to be binding upon you in all other circumstances. You will bear the burden of proof in establishing the applicability of such statute to a particular circumstance.

Intellectual Property. With respect to all Background Intellectual Property of Apollomics used in the Development, Manufacture, or Commercialization of Licensed Products prior to the effective date of termination (to the extent not licensed by Apollomics to [[GlycoMimetics:Organization]] pursuant to Sections 9.1(b), 9.1(c), or 9.1(d)(ii)) (“Reversion Background IP”), Apollomics hereby grants effective upon the effective date of termination to [[GlycoMimetics:Organization]] a worldwide, non-exclusive, irrevocable, perpetual, royalty-free license with the right to sublicense through multiple tiers to develop, make, have made, import, use, offer for sale, sell, or otherwise exploit any Licensed Product. With respect to any Patents and other intellectual property rights Controlled by Apollomics and generated by or on behalf of Apollomics pursuant to activities that were in connection with the Development, Manufacture, or Commercialization of Licensed Products prior to the effective date of termination (to the extent not licensed by Apollomics to [[GlycoMimetics:Organization]] pursuant to Sections 9.1(b), 9.1(c), or 9.1(d)(ii)) (“Reversion Collaboration IP”), Apollomics hereby grants effective upon the effective date of termination to [[GlycoMimetics:Organization]] a worldwide, exclusive (even as to Apollomics), irrevocable, perpetual, royalty-free license with the right to sublicense through multiple tiers to develop, make, have made, import, use, offer for sale, sell, or otherwise exploit all products that are claimed by or incorporate any such Reversion Collaboration IP (including any Licensed Product). [[GlycoMimetics:Organization]] shall have the right to develop and commercialize any or all of the products itself or with any Third Party, and shall have the right, without obligation to Apollomics, to take any such actions in connection with such activities as [[GlycoMimetics:Organization]] (or its designee), at its discretion deems appropriate. Apollomics shall take all actions and execute all instruments to effect the foregoing transfer of rights to [[GlycoMimetics:Organization]].

Intellectual Property. Executive acknowledges and agrees that all intellectual property created, acquired, adapted, modified or improved, in whole or in part, by or through the efforts of Executive during the course of his employment by the Company, including without limitation all copyrights, patents, trademarks, service marks, trade secrets, know-how or other work product in any way related to the Company’s operations and activities, are works for hire and are owned exclusively by the Company, and Executive hereby disclaims any right or interest in or to any such intellectual property.

Intellectual Property. Except as described on [Schedule 5.10] to the Disclosure Letter, Borrower has all material rights with respect to Intellectual Property necessary or material in the operation or conduct of Borrower’s business as currently conducted and proposed to be conducted by Borrower. Without limiting the generality of the foregoing, and in the case of Licenses, except for restrictions that are unenforceable under Division 9 of the UCC, Borrower has