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.

Work Product. The Employee agrees that all innovations, improvements, developments, methods, designs, analyses, reports and all similar or related information which relates to the Company’s or any of its subsidiaries’ or affiliates’ actual or anticipated business, or existing or future products or services and which are conceived, developed or made by the Employee while employed by the Company (“Work Product”) belong to the Company or such subsidiary or affiliate. The Employee will promptly disclose such Work Product to the Chief Executive Officer and perform all actions reasonably requested by the Chief Executive Officer (whether during or after the employment period) to establish and to confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

Product Warranties. Seller has made and expressed certain warranties with respect to Products shipped or delivered by the Seller in the course of the Business and true and accurate copies of such warranties are set forth in [Schedule 7.1.5]. Seller further represents and warrants to Buyer that # each Product shipped or delivered by the Seller has been in conformity with all Product specifications, warranties (express and implied), and all applicable Laws, # Seller has no existing or pending Liability for replacement or repair of any such Products or other damages in connection therewith or any Product recalls, # neither Seller nor any of its Affiliates has sold any Products or delivered any services that included a warranty for a period of longer than one (1) year, # neither Seller nor any of its Affiliates has material Liability arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Product in connection with the Business, # neither Seller nor any of its Affiliates has committed any act or failed to commit any act which would result in, and, to the Knowledge of Seller, there has been no occurrence which would give rise to or form the basis of, any Product liability or liability for breach of warranty (whether covered by insurance or not) on the part of Seller or any of its Affiliates with respect to Products designed, manufactured, assembled, repaired, maintained, delivered, sold or installed or services rendered by or on behalf of Seller in connection with the Business.

Product Liability. Section 3.24 of the Disclosure Schedule sets forth an accurate, correct and complete list and summary description of all existing claims, duties, responsibilities, liabilities or obligations arising from or alleged to arise from any injury to person or property as a result of the ownership, possession or use of any product manufactured, formulated, distributed or sold by the Company Group or its members’ predecessors during the two (2) years prior to the date hereof. No member of the Company Group has any liability (and there is no reasonable basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against the Company Group giving rise to any liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product manufactured, formulated, processed, sold, distributed, or delivered by the Company Group or any of its members’ predecessors.

Product Issues. Supplier shall promptly notify [[OUTSET:Organization]] of any lot failure, Supplying problems or similar issues, or any issues that may impact [[OUTSET:Organization]]’s ability to distribute Products to its customers. Within ​ days after Supplier’s receipt of any response or other Notice from [[OUTSET:Organization]] that a problem has developed with a Product, Supplier shall perform a failure analysis and provide a detailed written response to [[OUTSET:Organization]] outlining a plan to resolve the problem, to the extent such problem is related to Supplier’s Supply of the Product or obligations under this Agreement.

Product Improvements. [[OUTSET:Organization]] shall own all discoveries, inventions, modifications, improvements or developments made to or in connection with the Products as a result of the activities under this Agreement, whether invented or developed by or on behalf of either Party individually or by the Parties together (the “Product Improvements”). Notwithstanding the foregoing, Product Improvements shall not include any inventions, discoveries, improvements arising from activities under this Agreement that relate to manufacturing processes generally or are improvements to Supplier’s manufacturing technology and are not specifically related to the Products. Supplier shall assign and hereby assigns all rights in Product Improvements to [[OUTSET:Organization]] and agrees to take all actions necessary to perfect such assignment of Product Inventions to [[OUTSET:Organization]].

Licensed Product. Zolgensma is a Licensed Product.

Product Cap. Notwithstanding anything to the contrary herein, Company’s aggregate payment obligations under this Section 4.1 shall not exceed the Product Cap.

Product Property. (i) A list of the Patents owned or controlled by the Company that claim or Cover the Product in the Territory is set forth in [Schedule 7.1(e)(i)] (the “Product Patents”). To the Knowledge of Company, all of the Product Patents are in full force and effect and have not lapsed, expired, or otherwise terminated. No Person has made a written claim to the Company (or, to the Knowledge of Company, to any other Party, to be an inventor under any of the Product Patents who is not a named inventor thereof. Except as set forth in [Schedule 7.1(e)(i)], Company has good and valid title to and solely owns all right, title, and interest in and to the Product Assets. Except as set forth in [Schedule 7.1(e)(ii)], Company has no payment obligation, whether secured or unsecured, that is senior to, pari passu with, or has priority over Company’s payment obligations to Bain under this Agreement.

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.