Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as now conducted. Except as set forth in Schedule ‎3(r)(ii), none of the Company’s Intellectual Property Rights have expired or terminated or have been abandoned or are expected to expire or terminate or are expected to be abandoned, within three years from the date of this Agreement. The Company does not have any knowledge of any infringement by the Company or its Subsidiaries of Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding its Intellectual Property Rights. Neither the Company nor any of its Subsidiaries is aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights.

Intellectual Property Rights. The Company Group own or possess sufficient rights in or to trademarks, trade names, patents, copyrights, trade secrets, software, and other intellectual property (collectively, the “Intellectual Property Rights”) reasonably necessary for the conduct of the Company Group’s business as now conducted; and the expected expiration of any of such Intellectual Property Rights would not result in a Material Adverse Effect. No member of the Company Group has received any notice of infringement or misappropriation of or conflict with the Intellectual Property Rights of others, which infringement, misappropriation, or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

Intellectual Property Rights. The Executive acknowledges and agrees that all inventions, technology, processes, innovations, ideas, improvements, developments, methods, designs, analyses, trademarks, service marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reports and all similar, related, or derivative information or works (whether or not patentable or subject to copyright), including but not limited to all resulting patent applications, issued patents, copyrights, copyright applications and registrations, and trademark applications and registrations in and to any of the foregoing, along with the right to practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the foregoing, and the right to choose not to do or permit any of the aforementioned actions, which relate to Adtalem or Affiliates’ actual or anticipated Business, research and development or existing or future products or services and which are conceived, developed or made by the Executive while employed by Adtalem or an Affiliate (collectively, the "Work Product") belong to Adtalem. The Executive further acknowledges and agrees that to the extent relevant, this Agreement constitutes a “work for hire agreement” under the Copyright Act, and that any copyrightable work (“Creation”) constitutes a “work made for hire” under the Copyright Act such that Adtalem is the copyright owner of the Creation. To the extent that any portion of the Creation is held not to be a “work made for hire” under the Copyright Act, the Executive hereby irrevocably assigns to Adtalem all right, title and interest in such Creation. All other rights to any new Work Product and all rights to any existing Work Product are also hereby irrevocably conveyed, assigned and transferred to Adtalem pursuant to this Agreement. The Executive will promptly disclose and deliver such Work Product to Adtalem and, at Adtalem's expense, perform all actions reasonably requested by Adtalem (whether during or after the Employment Period) to establish, confirm and protect such ownership (including, without limitation, the execution of assignments, copyright registrations, consents, licenses, powers of attorney and other instruments). All Work Product made within six months after termination of the Executive's employment with Adtalem will be presumed to have been conceived during the Executive's employment with Adtalem, unless the Executive can prove conclusively that it was created after such termination.

Intellectual Property Rights. Any and all concepts, improvements, computer software, articles, pamphlets, brochures, marketing plans, or other information (collectively, “Developments”) which the Executive discovers, edits or develops during the Term of his employment, which relates to or is useful in connection with the business of Flagship/Parent Company Affiliates, shall be deemed work for hire and shall be the sole and exclusive property of the applicable Flagship/Parent Company Affiliate. The Executive hereby assigns, transfers and conveys to Flagship all right, title and interest in, and to all such Developments. The Executive shall make full disclosure thereof to Flagship and shall do such acts and deliver all such instruments as Flagship shall reasonably require of Executive, at Flagship’s expense, to effect such ownership and to enable Flagship to file and prosecute applications for and to acquire, maintain and enforce any and all patents, trademark, registrations or copyrights under United States or foreign law with respect to such Developments or to obtain any extension, valid action, reissuance, continuance or renewal of any such patent, trademark or copyright.

Each Rights Holder retains title to his/her interest in the Rights, including any and all intellectual property rights and know-how related thereto, save if and to the extent this Agreement expressly provides otherwise. For clarity, [[Organization A:Organization]] shall have and retain title and interest in and to any and all rights, results and/or know-how that is obtained or developed by A VROBIO through practice of the License or otherwise as a result of its research on and development, manufacture, sale and marketing of Products in the Field of Use. In the event that any Rights are jointly invented by [[Organization A:Organization]] and any Rights Holder, such Rights shall be jointly owned by the relevant Rights Holder(s) and [[Organization A:Organization]] and, notwithstanding Section 6.1, [[Organization A:Organization]] shall have the first right to file, prosecute, defend or maintain any patent or patent application claiming the relevant Rights in accordance with the principles of Section 6.1, mutatis mutandis.

Eligible Intellectual Property. As to each item of Intellectual Property that is identified by Borrowers as Eligible Intellectual Property in a Borrowing Base Certificate submitted to Agent, such Intellectual Property is # validly existing and owned by a Borrower, and # not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Intellectual Property.

The Contractor shall indemnify and hold harmless Customer and its Affiliates, their successors and assignees, and their respective Directors, officers, employees, agents, contractors and subcontractors, and Consultants (collectively, the “Customer IPR Indemnitees”), or any of them, from and against any third-party demands, claims, actions and proceedings, and the resulting losses, damages, liability, fines, penalties, costs, and expenses (including attorney’s fees with interest, expenses and disbursements and other legal and similar costs), based on an allegation that the design, adaptation, manufacture provisioning, operation, support, and/or maintenance of, or communication with, any Deliverable Item or any part thereof or any Contractor Licensed IP (including the Operations Software/IP or the User Terminal Software/IP constituting Contractor IP) or the normal intended use, lease, performance, distribution or sale of any Deliverable Item or any part thereof or any Contractor Licensed IP (including the Operations Software/IP or the User Terminal Software/IP constituting Contractor IP) infringes any third party’s Intellectual Property Rights or alleging unauthorized use or disclosure of any confidential, proprietary or technical information in respect of the Work performed under the Contract (“Intellectual Property Claim”).

Intellectual Property Recordations. Prior to the Closing, Seller shall use ​ efforts to take the actions set forth on Exhibit G (it being understood that the failure of any of such actions to be completed shall not delay the Closing).

Each Party acknowledges and agrees that neither Party shall, during the Term and thereafter: # acquire any ownership interest in any of the other Party’s IP Rights as described in Section 7.1; # take any action that interferes with any of the other Party’s IP Rights as described in Section 7.1, including such other Party’s ownership or exercise thereof; # challenge any right, title, or interest of the other Party in or to its IP Rights as described in Section 7.1; or # make any claim or take any action adverse to the other Party’s ownership of its IP Rights as described in Section 7.1.

Definition of Intellectual Property. As used herein, the term “Intellectual Property” shall include, without limitation, any inventions, technological innovations, discoveries, designs, formulas, know-how, processes, business methods, patents, trademarks, service marks, copyrights, computer software, ideas, creations, writings, lectures, illustrations, photographs, motion pictures, scientific and mathematical models, improvements to all such property, and all recorded material defining, describing or illustrating all such property, whether in hard copy or electronic form.