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;

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 # ​.

Recalled Product. If a Recall or return results from, or arises out of, a failure by CCX to perform the Manufacturing Services in accordance with the agreed Specifications, cGMPs, or Applicable Laws, CCX will be responsible for the ​.

Defective Product. CCX’s maximum aggregate liability to VF for any obligation to # refund, offset or replace any defective Product under Section 6.3(a) or (ii) replace any recalled Products under Section 6.3(b), will not exceed ​ for the defective or recalled Product as applicable. This Section 10.2(a) will not be subject to Section 10.2(b). For clarity, any CCX liability for VF’s out of pocket expenses of a Recall or Product return under Section 6.3(b) will be subject to Section 10.2(b) and not this Section 10.2(a).

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.