Work Product. Notwithstanding that Sunovion will be the Disclosing Party with respect to the Work Product, # the Work Product shall be deemed to be the Confidential Information of Urovant, and # Urovant shall be deemed to be the “Disclosing Party” and Sunovion shall be deemed to be the “Receiving Party” with respect thereto.

Work Product. Urovant shall own all # the Materials that are generated by the Parties (either solely or jointly) under this Agreement; # data, analyses, reports and other work product solely related to the Product generated by Sunovion under this Agreement (“Work Product”); and # all inventions (whether patentable or not), improvements, developments and intellectual property rights related thereto (including any patent applications, patents, copyrights, trademarks and goodwill), that in each case are conceived, reduced to practice, made or authored by Sunovion (whether solely or jointly) under this Agreement and solely relate to the Product (collectively, “IP”). Sunovion shall disclose all Work Product and IP to Urovant in writing promptly after such Work Product is completed or created.

In the event Urovant divests the Product to a Third Party during the Term, # Urovant shall provide written notice thereof to Sunovion, and (b)

Product Liability. All Liabilities of Seller to customers or third parties with respect to services performed by Seller on or prior to the Closing Date or products manufactured, sold or leased by Seller on or prior to the Closing Date, without regard to # the basis or theory of claim (negligence, strict tort, breach of express or implied warranty, fraud or failure to warn, test, inspect or instruct, infringement claims and any related claims, or otherwise), # the nature of the damages sought (property damage, economic loss, personal injury, wrongful death or other), or # whether the claim arose or is asserted before or after the Closing;

Product Information. [[EPIZYME:Organization]] recognizes that by reason of, inter alia, EISAI’s status as an exclusive licensee in the EISAI Territory under this Agreement, EISAI has an interest in [[EPIZYME:Organization]]’s retention in confidence of certain information of [[EPIZYME:Organization]]. Accordingly, until the end of all Royalty Term(s) in the EISAI Territory, [[EPIZYME:Organization]] shall keep confidential, and not publish or otherwise disclose, and not use for any purpose other than to fulfill [[EPIZYME:Organization]]’s obligations, or exercise [[EPIZYME:Organization]]’s rights, hereunder any [[EPIZYME:Organization]] Know-How Controlled by [[EPIZYME:Organization]] or [[EPIZYME:Organization]] Collaboration Know-How, in each case that are primarily applicable to [[Unknown Identifier]] or [[Unknown Identifier]] Compounds (the “Product Information”), except to the extent # the Product Information is in the public domain through no fault of [[EPIZYME:Organization]], # such disclosure or use is expressly permitted under [Section 9.3], or # such disclosure or use is otherwise expressly permitted by the terms and conditions of this Agreement. For purposes of [Section 9.3], each Party shall be deemed to be both the Disclosing Party and the Receiving Party with respect to Product Information. For clarification, the disclosure by [[EPIZYME:Organization]] to EISAI of Product Information shall not cause such Product Information to cease to be subject to the provisions of this [Section 9.2] with respect to the use and disclosure of such Confidential Information by [[EPIZYME:Organization]]. In the event this Agreement is terminated pursuant to Article 12, this [Section 9.2] shall have no continuing force or effect, but the Product Information, to the extent disclosed by [[EPIZYME:Organization]] to EISAI hereunder, shall continue to be Confidential Information of [[EPIZYME:Organization]], subject to the terms of [Sections 9.1 and 9.3]3] for purposes of the surviving provisions of this Agreement. Each Party shall be responsible for compliance by its Affiliates, and its and its Affiliates’ respective officers, directors, employees and agents, with the provisions of [Section 9.1] and this [Section 9.2].

Marketed Product. Seller has initiated marketing in the United States of the rare pediatric disease product for which the Priority Review Voucher was awarded within the 365-day period beginning on the date of the FDA approval of such rare pediatric disease product and has marketed such product in the United States since such initiation.

Product Recalls. If any Products have been manufactured by or for Supplier in a manner that is inconsistent with Product Specifications or if any Products otherwise do not comply with Supplier’s warranty, and S&W requests Supplier to recall such Products for safety reasons, then Supplier shall determine, under its recall standards, whether a recall of any Products should be made. If Supplier determines that for any reason a recall of such Products should be made, then Supplier shall recall such Products at its own expense. In such case, S&W shall take all reasonable actions requested by Supplier to assist in such a recall. S&W shall not modify or retrofit any Product as part of any recall or retrofit campaign by S&W without Supplier’s prior written consent, which shall not be unreasonably withheld.

As between Licensor and Licensee, Licensee assumes all liability for defects or any type of product liability claim regarding the Licensed Products. In the event that a Customer of any Licensed Product manufactured or sold during the License Period, or any other third party, claims such Licensed Product to be defective or in breach of any warranty or otherwise raises a product liability claim with respect to the Licensed Product, Licensee shall assume all the obligations, liabilities, costs and expenses relating in any manner to such Licensed Product, including, without limitation, any claimed defect or breach of warranty or other product liability claim.

Product Returns. VF will have the responsibility for handling customer returns of the Product. CCX will give VF any assistance that VF may reasonably require to handle the returns.

Defective Product. If VF rejects Bulk Drug Product under Section 6.1 and the deficiency is determined to have arisen from CCX’s failure to provide the Manufacturing Services in accordance with the Specifications, cGMPs or Applicable Laws, CCX will ​ for the defective Bulk Drug Product. If VF previously paid for the defective Bulk Drug Product, CCX will promptly, ​, either: # replace the Bulk Drug Product with conforming Bulk Drug Product within the following ​ months, as of rejection by VF, without VF being liable for payment therefor under Section 3.1. or # ​.