Product Trademarks. Janssen will manage the development and clearance process for proposed names for Product Trademarks for Profit Share Products, including the hiring of appropriate Subcontractors and conducting development activities, name safety testing, market research and legal searches. ​ percent (​) of the costs of the development and searching/clearance process of such proposed Product Trademarks shall be included as Allowable Expenses. Janssen shall select all Product Trademarks for the Profit Share Product, and Janssen will own all right, title and interest in and to the Product Trademarks for the Profit Share Product. Neither Party will, and will ensure that its Affiliates do not: # challenge any Product Trademark or the registration thereof in any country (other than based upon a trademark filed or used by Fate or Janssen prior to knowledge of the Product Trademark); # file, register or maintain any registrations for any trademarks or trade names that are confusingly similar to any Product Trademark (other than for the Profit Share Product), in any country without the express prior written consent of the other Party; or # authorize or assist any Third Party to do the foregoing. Janssen shall also be responsible for registering and maintaining all Product Domain Names and Websites for the Profit Share Product and shall own all rights, title and interest in such Product Domain Names and Websites.

Without limiting the provisions of Paragraph 8 above, Seller shall not be liable to Buyer or to third parties for liabilities, losses, expenses or damages (including, without limitation, court costs and attorney's fees) incurred or suffered by Buyer or third parties resulting from or caused by, the defective or allegedly defective manufacture, assemble, storage, use or transportation of any

Work Product. Executive acknowledges that all ideas, inventions,

Product Supply. Evoke shall supply the Product at ​ (and in the event the Committee decides to utilize a retail channel, the Parties agree to adjust such amount for such retail channel) to the Eversana [[Unknown Identifier]] division. Title to the Product supplied by Evoke shall transfer to Eversana or its Affiliate immediately (i.e. by way of flash title) before the Product is sold by Eversana or its Affiliate. Additional terms and conditions of a sales and distribution agreement (the “[[Unknown Identifier]] Agreement”) consistent with the foregoing will be negotiated in good faith between Evoke and Eversana’s [[Unknown Identifier]] division, and entered into within thirty (30) days of the Committee’s approval of the initial Commercialization Plan.

Returned Product. Eversana shall notify Evoke of any returned Product, cooperate with Evoke regarding the handling of such Product, and follow such other Product return procedures as set forth in the [[Unknown Identifier]] Agreement.

Recalled Product. Each Party shall promptly notify the other Party in writing of any facts relating to the advisability of the recall, withdrawal or withholding from the market of the Product in the Territory. Evoke shall have the sole responsibility and right to determine if any recall, withdrawal or other form of market action is necessary with respect to the Product and shall be solely responsible for taking all actions to effect such recall, withdrawal or market action. At Evoke’s request, Eversana will cooperate with Evoke regarding Evoke’s handling of any recalls, withdrawals or market actions. Evoke shall be responsible for the costs incurred in connection with any recalls, withdrawals or market actions concerning the Product except Eversana shall be responsible for the costs of such recalls, withdrawals or market actions to the extent caused by Eversana’s negligence, failure to comply with Applicable Law, or breach of this Agreement and/or the [[Unknown Identifier]] Agreement.

Work Product. Notwithstanding that Sunovion will be the Disclosing Party with respect to the Work Product or Product Inventions: # the Work Product (including the Government Pricing Reports) and Product Inventions 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.

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

Defective Product. If Client rejects Products under Section 6.1 and the deviation is determined to have arisen from Patheon’s failure to provide the Manufacturing Services in accordance with the Specifications, cGMPs, or Applicable Laws, Patheon will credit Client’s account for Patheon’s invoice price for the defective Products. If Client previously paid for the defective Products, Patheon will promptly, at Client’s election, either: # refund the invoice price for the defective Products; # offset the amount paid against other amounts due to Patheon hereunder; or # replace the Products with conforming Products, (provided that Patheon is able to manufacture replacement Product at the same Manufacturing Site as that of the rejected Products),without Client being liable for payment therefor under Section 3.1, contingent upon the receipt from Client of all Active Materials and Client-Supplied Components required for the manufacture of the replacement Products. Patheon’s responsibility for any loss of Active Materials in defective Product will be captured and calculated in the Active Materials Yield under Section 2.2.

Recalled Product. If a Recall or return results from, or arises out of, a failure by Patheon to perform the Manufacturing Services in accordance with the Specifications, cGMPs, or Applicable Laws, Patheon will be responsible for the documented out-of-pocket expenses of the Recall or return and will promptly, at Client’s election, either: # refund the invoice price for such Recalled or returned Products; # offset such Recalled Product Credit Amount against other amounts due to Patheon hereunder; or # use its commercially reasonable efforts to replace such Recalled or returned Products with conforming Products using the next available manufacturing slot without the Client being liable for payment therefore, contingent upon the receipt from Client of all Active Materials and Client-Supplied Components required for the manufacture of the replacement Products. In all other circumstances, Recalls, returns, or other corrective actions will be made at Client's direction, cost and expense. Patheon’s responsibility for any loss of Active Materials in Recalled Product will be captured and calculated in the Active Materials Yield under Section 2.2.