Work Product. Executive acknowledges and agrees that all right, title, and interest in and to all writings, works of authorship, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to practice by Executive individually or jointly with others during the period of his employment by the Company and relate in any way to the business or contemplated business, products, activities, research, or development of the Company or result from any work performed by Executive for the Company (in each case, regardless of when or where prepared or whose equipment or other resources is used in preparing the same), all rights and claims related to the foregoing, and all printed, physical and electronic copies, and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to US and foreign # patents, patent disclosures and inventions (whether patentable or not), # trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, # copyrights and copyrightable works (including computer programs), and rights in data and databases, # trade secrets, know-how, and other confidential information, and # all other intellectual property rights, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms of protection in any part of the world (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of the Company.

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,

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 Trademarks. Akebia will have the right to brand the Products using Trademarks it determines appropriate for the Product, which may vary by region or within a region (the “Product Marks”). Akebia will own all rights in the Product Marks in the Territory and will register and maintain the Product Marks in the Territory that it determines reasonably necessary, at its expense. Akebia will be solely responsible, at its expense, for enforcing such Product Marks against any Third Party infringement as Akebia reasonably determines in its sole discretion.

Product Complaints. Each Party shall be responsible for handling product complaints (except for those covered by Section 7.5 below) arising pursuant to its Development of the Compounds and Collaboration Products in compliance with all applicable Laws. Each Party shall promptly provide the other Party with written notice of any such product complaint received by such Party and arising pursuant to its Development. Upon request of either Party,

Product Fees. Subject to [Section 3.2], Acorda shall pay a fixed amount for each capsule of Supplied Product delivered by Manufacturer in accordance with the delivery terms set forth in [Section 5.2] based on the pricing set forth in [Schedule 4], such amounts “Product Fees”. For ex US /Japan/ China Product Fees, Manufacturer shall on a Quarterly basis and based upon the Records provided by Acorda in line with [Section 3.5(b)] reconcile the invoiced Product Fees with the amount due based on ​ and shall issue a new invoice for any difference that results from the reconciliation.

Product Returns. Acorda will have the responsibility for handling customer returns of Supplied Product or Marketed Product. Manufacturer shall give Acorda any assistance that Acorda may reasonably require to handle the returns.

Product Rejection. If Acorda rejects Supplied Product under [Section 6.2] and the deviation is determined to have arisen from Manufacturer’s failure to provide the Manufacturing Services in respect of the Supplied Product in compliance with the terms of this Agreement or the Quality Agreement, then [Section 6.1] shall apply.

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.