“Licensee Collaboration IP” means any # Know-How first created, conceived or generated by or on behalf of Licensee or its Affiliates (whether solely or jointly with any Third Party(ies)), in the course of activities performed under this Agreement, as determined pursuant to Section 12.7.1, and # Patents that claim such Know-How, but excluding, in each case of (a) and (b), Joint Collaboration IP.

Product Trademarks. Ovid shall develop and adopt trademarks, including trade names, trade dresses, branding, and logos, to be used for the Products (the “Product Marks”). Ovid shall own all Product Marks throughout the world and all goodwill in the Product Marks shall accrue to Ovid. The Parties shall collaborate to have a global, worldwide trademark to be used on the Product. In the event Ovid is unable to obtain or maintain the Product Marks for the Product in the Licensee Territory or in some countries in the Licensee Territory, the Parties shall collaborate to select such other Product Marks as may be available for registration and marketing of the Product in those countries. Ovid shall be responsible for the registration, maintenance, defense and enforcement of the Product Marks using counsel of its own choice in the Ovid Territory and counsel mutually agreed to by the Parties in the Licensee Territory. Ovid shall keep Licensee informed of material progress with regard to the registration, prosecution, maintenance and defense, if any, of the Product Trademarks in the Licensee Territory, including content, timing, and jurisdiction of the filing of such Product Trademarks in the Licensee Territory, sufficiently in advance for Licensee to be able to review any material documents, and Ovid shall consult with, and consider in good faith the requests and suggestions of, Licensee with respect to strategies for filing, prosecuting and defending the Product Trademarks in the Licensee Territory.

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].

If either Party becomes aware of information relating to any Bulk Drug Product that indicates that a unit or batch of Bulk Drug Product may not conform to the Specifications therefor, or that potential adulteration, misbranding, or other issues have arisen that relate to the safety or efficacy of Bulk Drug Products, it shall promptly so notify the other Party. Company shall have the right and responsibility to control any recall, field correction, or withdrawal of, including any FDA field alert or EMA rapid report relating to, Bulk Drug Product (“Recall”) that is required by Regulatory Authorities in the Territory. In addition, Company shall have the right, at its discretion, to conduct any Recall in the Territory that is not so required by such Regulatory Authorities but that Company deems to be appropriate.

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.

Product Improvements. Aguettant shall solely own all right, title, and interest in and to the Product Improvements. AcelRx agrees to assign and hereby assigns and transfers to Aguettant all of its right, title and interest in and to the Product Improvements and agrees to take, and to cause its Affiliates, Sublicensees and its or their employees and agents to take, all further acts reasonably required to evidence such assignment and transfer to Aguettant, at Aguettant’s reasonable expense. AcelRx hereby appoints Aguettant as its attorney-in-fact to sign such documents as Aguettant deems necessary for Aguettant to obtain ownership and to apply for, secure, and maintain patent or other proprietary protection of the Product Improvements if Aguettant is unable, after reasonable inquiry, to obtain AcelRx’s (or its employee’s or agent’s) signature on such a document. AcelRx shall notify Aguettant in writing of any and all Product Improvements generated or reduced to practice by or on behalf of AcelRx or its Affiliates, promptly after each such Product Improvement is made or generated. For clarity, the Product Improvements shall be automatically incorporated in the definition of the Aguettant Patents and Aguettant Know-How. AcelRx shall ensure that each individual and entity conducting any activities under this Agreement on its behalf is under written obligation to assign all right, title and interest in and to the Product Improvements to AcelRx.

Product Specifications. Supplier shall supply all Products according to the Specifications in effect as of the date of this Agreement, with such changes or additions to the Specifications of the Products related thereto as shall be requested by Buyer in accordance with this Section or as otherwise agreed in writing by the Parties. All other Products shall be manufactured with such Specifications as the Parties shall agree in writing. "Specifications" means, with respect to any Product, the design, composition, dimensions, other physical characteristics, chemical characteristics, packaging, unit count and trade dress of such Product. The Specifications hereby incorporate the Laws and all rules and regulations promulgated thereunder by any governmental authority, including but not limited to the Oregon Department of Agriculture and the U.S Agricultural Improvement Act of 2018. The Products shall not contain any substance or chemical prohibited by such Laws, rules and regulations.

Product Trademarks. Zai may use (pursuant to this Section 8.4) the trademarks Controlled by TPTX in the Territory as TPTX may provide to Zai in writing from time to time (the “TPTX Product Marks”) and may use the English mark thereof with Chinese phonetic translation below. TPTX hereby grants to Zai, during the Term and subject to the terms and conditions of this Agreement, a royalty-free, exclusive license under TPTX’s rights to use such TPTX Product Marks in connection with the Commercialization of the Products in the Field in the Territory in compliance with Applicable Laws and this Agreement. Zai shall comply with TPTX’s brand [[Address C:Address]]ge guidelines provided to Zai in its use of the TPTX Product Marks. Zai may also brand the Products in the Territory using other trademarks, logos, and trade names specific for the Products that differ from the TPTX Product Marks and do not contain the name of TPTX; provided, however, that # prior to such use, Zai shall submit such trademarks, logos and trade names for TPTX’s prior written approval (not to be unreasonably withheld, delayed or conditioned), and # such trademarks, logos and trademarks shall be deemed owned by Zai (the “Product Marks”). Zai shall own all rights in the Product Marks in the Territory and shall register and maintain the Product Marks in the Territory that it determines reasonably necessary.

Product Trademarks. PARTNER shall be responsible for the registration, prosecution, and maintenance of the Product Trademarks using counsel of its own choice. PARTNER shall have the sole right and responsibility to take such action as PARTNER reasonably deems necessary against a Third Party based on any alleged, threatened or actual infringement, dilution, misappropriation or other violation of or unfair trade practices or any other like offense relating to, the Product Trademarks by a Third Party using counsel of its own choice. PARTNER shall have the sole right and responsibility to defend against and settle any alleged, threatened or actual claim by a Third Party that the use or registration of the Product Trademarks in the Territory infringes, dilutes, misappropriates or otherwise violates any Trademark or other right of that Third Party or constitutes unfair trade practices or any other like offense or any other claims as may be brought by a Third Party against a Party in connection with the use of the Product Trademarks with respect to the Licensed Product for use in the Licensed Field in the Territory using counsel of its choice. ​.

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;