Trademarks. Denali shall be responsible for the selection, registration, maintenance, enforcement and defense of all trademarks for use in connection with the sale or marketing of Licensed Products in the Field in the Territory (the “Denali Marks”), as well as all expenses associated therewith. Denali shall not, without ​’s prior written consent, use any trademarks or house marks of ​ (including the ​ corporate name), or marks confusingly similar thereto, in connection with Denali’s commercialization of Licensed Products under this Agreement. Denali shall own all Denali Marks.

Ownership of Work Product. Each of Consultant and ​ hereby irrevocably assign, grant and convey to Client all right, title and interest now existing or that may exist in the future in and to any document, development, work product, know-how, design, processes, invention, technique, trade secret, or idea, and all intellectual property rights related thereto, that is created by Consultant, to which Consultant contributes, or which relates to Consultant’s services provided pursuant to this Agreement (the “Work Product”), including all copyrights, trademarks and other intellectual property rights (including but not limited to patent rights) relating thereto. Consultant agrees that any and all Work Product shall be and remain the property of Client. Consultant will immediately disclose to the Client all Work Product. Consultant agrees to execute, at Client’s request and expense, all documents and other instruments necessary or desirable to confirm such assignment. In the event that Consultant does not, for any reason, execute such documents within a reasonable time of Client’s request, Consultant hereby irrevocably appoints Client as Consultant’s attorney-in-fact for the purpose of executing such documents on Consultant’s behalf, which appointment is coupled with an interest. Consultant shall not attempt to register any works created by Consultant pursuant to this Agreement at the U.S. Copyright Office, the U.S. Patent & Trademark Office, the Canadian Intellectual Property Office, and/or any foreign copyright, patent, or trademark registry. Consultant retains no rights in the Work Product and agrees not to challenge Client’s ownership of the rights embodied in the Work Product. Consultant further agrees to assist Client in every proper way to enforce Client’s rights relating to the Work Product in any and all countries, including, but not limited to, executing, verifying and delivering such documents and performing such other acts (including appearing as a witness) as Client may reasonably request for use in obtaining, perfecting, evidencing, sustaining and enforcing Client’s rights relating to the Work Product.

#​ will own exclusively all Work Product and ​ hereby assigns to ​ all right, title and interest (including all Intellectual Property Rights) in the Work Product. Work Product, to the extent permitted by law, shall be deemed “works made for hire” (as that term is defined in the United States Copyright Act). ​ shall provide ​ upon request with all assistance reasonably required to register, perfect or enforce such right, title and interest, including providing pertinent information and, executing all applications, specifications, oaths, assignments and all other instruments that ​ shall deem necessary. ​ shall enter into agreements with all of its Representatives and Subcontractors necessary to establish ​’s sole ownership in the Work Product. ​ acknowledges ​’s and its licensors’ claims of proprietary rights in preexisting works of authorship and other intellectual property (“Pre-existing IP”) ​ uses in its work pursuant to this Agreement. ​ does not claim any right not expressly granted by this Agreement in such Pre-existing IP, which shall not be deemed Work Product, even if incorporated with Work Product in the Product ​ delivers to ​. Unless otherwise agreed in an Order, ​ grants ​ a perpetual, worldwide, irrevocable, nonexclusive royalty free license to any Pre-existing IP embedded in the Work Product, which shall permit ​ and any transferee or sublicensee of ​, subject to the restrictions in this Agreement, to make, use, import, reproduce, display, distribute, make derivative works and modify such Pre-existing IP as necessary or desirable for the use of the Work Product.

To the extent AYTU owns or holds any right, title or interest in any AYTU Product Trademarks or any internet domain registrations for any AYTU Product Trademarks, under or pursuant to which the terminated Product has been or is being Marketed and under which no non-terminated Product is Marketed, AYTU shall promptly assign and convey ownership of the same to TRIS, free of cost, expense or other payment other than AYTU’s reasonable documented out-of-pocket costs associated with the assignment and/or conveyance, which shall be reimbursed by TRIS;

Licensed Trademarks. If Licensee elects to use any Licensed Trademark in connection with any Licensed Product, Licensee shall so notify Axsome in writing and Axsome shall provide to Licensee any trademark usage guidelines that Axsome may reasonably specify with respect to such Licensed Trademark. Licensee shall comply with and shall cause its Affiliates and Sublicensees to comply with such trademark usage guidelines in respect of any use of such Licensed Trademark.

For the sake of clarity and with respect to this [[Section 4.10(d), TRIS]S]] is the licensor as it pertains to TRIS Marks (including, without limitation, the name “Tuzistra” and any Trademarks utilizing “Tuzistra”) and licensee as it pertains to the AYTU Non-Product Specific Trademarks during the Term of this Agreement, the AYTU Product Trademarks. AYTU is the licensee as it pertains to TRIS Marks (including, without limitation, the name “Tuzistra” and any Trademarks utilizing “Tuzistra”) and is the licensor as it pertains to the Non-Product Specific Trademarks during the Term of this Agreement, the AYTU Product Trademarks. Each of AYTU and TRIS are therefore “Licensor” and “Licensee,” as applicable. For the purposes of this [Section 4.10(d)], “Licensed Trademarks” shall mean the TRIS Marks (including, without limitation, the name “Tuzistra” and any Trademarks utilizing “Tuzistra”) and AYTU Marks, collectively.

Coordination of Prosecution. Each Party agrees to cooperate with the other with respect to the filing, prosecution and maintenance of the Product Patent Rights pursuant to this [Section 6.1].

Ownership. Caribou shall own and retain all rights, title and interest in and to the Technology. ​ shall assign and hereby assigns to Caribou any and all rights, title and interest it may have in and to the Technology, subject to the license set forth in [Section 5.3(a)] below.

Ownership. It is the legal owner, beneficial owner, and/or the investment advisor or manager for such legal or beneficial owner or discretionary account of such legal or beneficial owner of a Claim against and/or Equity Interest in the Debtors.

Grantor hereby agrees that, anything herein to the contrary notwithstanding, such Grantor shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with their trademarks subject to the security interest hereunder.