Common use of Intellectual Property Ownership Clause in Contracts

Intellectual Property Ownership. Seller owns or is the authorized licensee of all intellectual property rights related to the Products to the extent the Products have not been modified, customized, or designed for Buyer. If and to the extent Products have been or will be modified, customized, or designed for Buyer, Seller hereby agrees to irrevocably assign and transfer to Buyer and does hereby assign and transfer to Buyer all of Seller’s worldwide right, title, and interest in and to the Works for Hire (defined below) including all associated intellectual property rights. For purposes of this Order, "Works for Hire" include all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from ▇▇▇▇▇▇’s performance under this Order, including all patent rights, copyrights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All Works for Hire shall at all times be and remain the sole and exclusive property of Buyer. Buyer will have the sole right to determine the treatment of any Works for Hire, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name, or to follow any other procedure that Buyer deems appropriate. Buyer hereby grants a non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. Buyer may require Seller to use and label Products with Buyer’s or its affiliates’ trademarks, trade names, logos or other information (“Company Information”). Company Information is the sole property of Buyer or its affiliates, and Seller shall use Company Information strictly within the method and scope approved by Buyer. Each Party hereby acknowledges and agrees that trade names and trademarks of the other Party, whether registered or unregistered, are the exclusive property of such other Party. Nothing herein shall be construed as granting any licence to Seller to use Buyer’s trademarks. No such licence shall be valid unless provided in writing with specificity and signed by both Parties, and unless ▇▇▇▇▇▇ agrees to comply with ▇▇▇▇▇’s trademark quality usage and control provisions provided by Buyer. In any case, any and all use of Buyer’s trademarks shall inure to the benefit of Buyer, and Buyer may revoke such license at any time.

Intellectual Property Ownership. Seller owns or is the authorized licensee of all All Product-related intellectual property rights related solely developed by IntelGenx either prior to the Products Effective Date, or at any time after the Effective Date, shall be owned by IntelGenx, and licensed to Pacific pursuant to the extent License exclusivity granted herein. All Project-related intellectual property invented, created, conceived or developed, as a direct result of the development of the Products have not been modified, customized, shall be owned by the party whose employees make or designed for Buyergenerate the intellectual property ("Project Intellectual Property"). If the sole inventor of the Project Intellectual Property is any IntelGenx Parties, it shall be considered IntelGenx Intellectual Property and shall be subject to the extent Products have been or licensing terms set forth herein. If the sole inventor of the Project Intellectual Property is any Pacific Parties, it shall be considered Pacific Intellectual Property and shall be subject to the licensing terms set forth herein. Intellectual property jointly developed by the Parties in the context of the development of the Product will be modified, customized, or designed for Buyer, Seller hereby agrees to irrevocably assign jointly owned (the "Joint IP") and transfer to Buyer and does hereby assign and transfer to Buyer all IntelGenx' portion of Seller’s worldwide right, title, and interest same shall be included in and to the Works for Hire (defined below) including all associated intellectual property rightsLicense granted hereunder. For purposes of this Order, "Works for Hire" include all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from ▇▇▇▇▇▇’s performance under this Order, including all patent rights, copyrights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All Works for Hire Each Party shall at all times be and remain the sole and exclusive property of Buyer. Buyer will have the sole right to determine the treatment of any Works for Hire, including the right to keep it as trade secretuse such Joint IP in respect to products other than the Product, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright provided that such other product do not compete with the Product or trademark in its own name, or to follow with any other procedure that Buyer deems appropriate. Buyer hereby grants a non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. Buyer may require Seller to use and label Products with Buyer’s or its affiliates’ trademarks, trade names, logos or other information (“Company Information”). Company Information is the sole property of Buyer or its affiliates, and Seller shall use Company Information strictly within the method and scope approved by Buyer. Each Party hereby acknowledges and agrees that trade names and trademarks Product of the other Party; and provided further that neither party shall grant any exclusive rights to, or otherwise dispose of its portion of the Joint IP, without the prior written consent of the other party; other than (i) an assignment or transfer in connection with a merger of such Party or a sale of all or substantially all of its assets or shares and (ii) Pacific's right to sublicense its portion of the Joint IP in the context of a sublicensing transaction under the License. Employees of IntelGenx, whether registered serving as advisors or unregisteredconsultants to Pacific or serving Pacific in any other capacity, are the exclusive property of such other Party. Nothing herein shall be construed considered employees of IntelGenx for the purpose of determining ownership of intellectual property. Notwithstanding the foregoing, other than as granting any licence to Seller to use Buyer’s trademarks. No such licence shall be valid unless provided in writing with specificity and signed by both PartiesSection 3.1, and unless ▇▇▇▇▇▇ agrees to comply with ▇▇▇▇▇’s trademark quality usage and control provisions provided by Buyer. In Pacific shall not be granted any case, any and all use of Buyer’s trademarks shall inure ownership or other rights in or to the benefit of Buyer, and Buyer may revoke such license at IntelGenx Intellectual Property. IntelGenx shall not be granted any timeownership or other rights in or to the Pacific Intellectual Property.

Intellectual Property Ownership. Seller owns or is the authorized licensee of all intellectual property rights related to the Products to the extent the Products have not been modified, customized, or designed for Buyer. If and to the extent Products have been or will be modified, customized, or designed for Buyer, Seller hereby agrees to irrevocably assign and transfer to Buyer and does hereby assign and transfer to Buyer all of Seller’s worldwide right, title, and interest in and to the Works for Hire (defined below) including all associated intellectual property rights. For purposes of this Order, "Works for Hire" include all rights in ideas, know-how, inventions, works of authorship, strategies, plans and data created in or resulting from ▇▇▇▇▇▇’s performance under this Order, including all patent rights, copyrights, rights in proprietary informationinformation and commercial secrets, database rights, trademark rights and other intellectual property rights. All Works for Hire shall at all times be and remain the sole and exclusive property of Buyer. Buyer will have the sole right to determine the treatment of any Works for HireWorks, including the right to keep it as trade or commercial secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name, or to follow any other procedure that Buyer deems appropriate. Buyer hereby grants a non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. Buyer may require Seller to use and label Products with Buyer’s or its affiliates’ trademarks, trade names, logos or other information (“Company Information”). Company Information is the sole property of Buyer or its affiliates, and Seller shall use Company Information strictly within the method and scope approved by Buyer. Each Party hereby acknowledges and agrees that trade names and trademarks of the other Party, whether registered or unregistered, are the exclusive property of such other Party. Nothing herein shall be construed as granting any licence to Seller to use Buyer’s trademarks. No such licence shall be valid unless provided in writing with specificity and signed by both Parties, and unless ▇▇▇▇▇▇ agrees to comply with ▇▇▇▇▇’s trademark quality usage and control provisions provided by Buyer. In any case, any and all use of Buyer’s trademarks shall inure to the benefit of Buyer, and Buyer may revoke such license at any time.

Intellectual Property Ownership. Seller owns or is the authorized licensee of all intellectual property rights related to the Products to the extent the Products have not been modified, customized, or designed for Buyer. If and to the extent Products have been or will be modified, customized, or designed for Buyer, Seller hereby agrees to irrevocably assign and transfer to Buyer and does hereby assign and transfer to Buyer all of Seller’s worldwide right, title, and interest in and to the Works for Hire (defined below) including all associated intellectual property rightsrights to the maximum extent permitted by applicable law. For purposes of this Order, "Works for Hire" include all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from ▇▇▇▇▇▇’s performance under this Order, including all patent rights, copyrights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All Works for Hire shall at all times be and remain the sole and exclusive property of Buyer. Buyer will have the sole right to determine the treatment of any Works for Hire, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name, or to follow any other procedure that Buyer deems appropriate. Buyer hereby grants a non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. Buyer may require Seller to use and label Products with Buyer’s or its affiliates’ trademarks, trade names, logos or other information (“Company Information”). Company Information is the sole property of Buyer or its affiliates, and Seller shall use Company Information strictly within the method and scope approved by Buyer. Each Party hereby acknowledges and agrees that trade names and trademarks of the other Party, whether registered or unregistered, are the exclusive property of such other Party. Nothing herein shall be construed as granting any licence to Seller to use Buyer’s trademarks. No such licence shall be valid unless provided in writing with specificity and signed by both Parties, and unless ▇▇▇▇▇▇ agrees to comply with ▇▇▇▇▇’s trademark quality usage and control provisions provided by Buyer. In any case, any and all use of Buyer’s trademarks shall inure to the benefit of Buyer, and Buyer may revoke such license at any time.

Intellectual Property Ownership. Seller owns or is the authorized licensee of all intellectual property rights related to the Products to the extent the Products have not been modified, customized, or designed for Buyer. If and to the extent Products have been or will be modified, customized, or designed for Buyer, Seller hereby agrees to irrevocably assign and transfer to Buyer and does hereby assign and transfer to Buyer all of Seller’s worldwide right, title, and interest in and to the Works for Hire (defined below) including all associated intellectual property rights. To the extent any rights held by Seller in the Works for Hire cannot be assigned by Seller to Buyer, Seller hereby grants to Buyer an exclusive (even as to Seller), royalty- free, fully paid, irrevocable, freely transferrable, freely sublicensable (through multiple tiers of sublicensees), worldwide right and license to use, modify, reproduce, copy, publish, distribute, make, have made, export, import, sell, make derivative works from, and otherwise directly and indirectly exploit and commercialize any and all such rights, as Buyer deems fit in its sole and absolute discretion. The license shall be valid until the expiry of the relevant intellectual property rights. For purposes of this Order, "Works for Hire" include all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from ▇▇▇▇▇▇’s performance under this Order, including all patent rights, copyrights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All Works for Hire shall at all times be and remain the sole and exclusive property of Buyer. Buyer will have the sole right to determine the treatment of any Works for Hire, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name, or to follow any other procedure that Buyer deems appropriate. Buyer hereby grants a non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. Buyer may require Seller to use and label Products with Buyer’s or its affiliates’ trademarks, trade names, logos or other information (“Company Information”). Company Information is the sole property of Buyer or its affiliates, and Seller shall use Company Information strictly within the method and scope approved by Buyer. Each Party hereby acknowledges and agrees that trade names and trademarks of the other Party, whether registered or unregistered, are the exclusive property of such other Party. Nothing herein shall be construed as granting any licence license to Seller to use Buyer’s trademarks. No such licence license shall be valid unless provided in writing with specificity and signed by both Parties, and unless ▇▇▇▇▇▇ agrees to comply with ▇▇▇▇▇’s trademark quality usage and control provisions provided by Buyer. In any case, any and all use of Buyer’s trademarks shall inure to the benefit of Buyer, and Buyer may revoke such license at any time.

Intellectual Property Ownership. Seller owns or is the authorized licensee of all intellectual property rights related a. Licensee acknowledges and agrees that, subject to the Products terms of this Agreement, Licensor exclusively retains all authority to the extent the Products have not been modified, customized, or designed for Buyer. If control and to the extent Products have been or will be modified, customized, or designed for Buyer, Seller hereby agrees to irrevocably assign and transfer to Buyer and does hereby assign and transfer to Buyer owns all of Seller’s worldwide right, title, title and interest in and to (i) all Intellectual Property embodied by and incorporated into the Works Products which was owned by Licensor prior to such incorporation, (ii) all trademarks, trade dress, copyright, trade secret, know-how, patent and other similar rights created in connection with the Products, specifically excluding any third party rights in Private Label Products and Luxury Branded Products. b. Licensee acknowledges and agrees that all goodwill arising through the licensed use by Licensee of the Trademarks and Intellectual Property shall inure solely to Licensor’s benefit, and that Licensee shall obtain no proprietary or other rights in or to the Intellectual Property by virtue of any use or exploitation Licensee may make thereof, or for Hire any other reason whatsoever, and shall not seek registration thereof. Licensee will not at any time do or suffer to be done by any act, any thing which will in any way impair Licensor’s rights to any Intellectual Property. Licensee agrees that in using the Intellectual Property it will neither gain nor represent in any way that it has any right or title in or to the Intellectual Property (defined belowother than as granted hereunder) including all associated intellectual property rightsand will not seek registration thereof. For purposes Without limiting the generality of the foregoing, Licensee agrees that: (i) during the Term of this OrderAgreement, "Works Licensee will not directly or indirectly contest Licensor’s ownership of any Intellectual Property, or the validity of any registrations related thereto, or assist others, directly or indirectly, in infringing any of the foregoing, or in the defense of any suit which may be brought for Hire" include all rights the infringement of any of the foregoing; and (ii) after termination or expiration of this Agreement, Licensee will not, premised or based on facts or events arising out of the performance or non-performance of this Agreement, directly or indirectly contest Licensor’s ownership of any Intellectual Property or the validity of any registrations related thereto, or assist others, directly or indirectly, in ideasinfringing any of the foregoing, inventionsor in the defense of any suit which may be brought for the infringement of any of the foregoing. Licensee further agrees that: (iii) during the Term of this Agreement, works of authorship, strategies, plans and data created in Licensee will not use or resulting from seek to register any ▇▇▇▇, logo or other insignia that is confusingly similar to any Trademark or Product Design; and (iv) after termination or expiration of this Agreement, Licensee will not use or seek to register any ▇▇’s performance ▇▇, logo or other insignia that is confusingly similar to any Trademark then in use, or to any Product Design existing as of the termination or expiration of this Agreement. The provisions of this subparagraph (b): (i) apply only to Intellectual Property of Licensor licensed under this OrderAgreement, (ii) may be enforced by Licensor to the extent permitted by law, and (iii) are not intended to restrict Licensor’s rights under applicable law to protect and enforce its Intellectual Property and other proprietary rights. c. Licensee recognizes the value of the publicity and goodwill associated with the Intellectual Property, acknowledges that such goodwill belongs exclusively to Licensor, and Licensee’s use of the Intellectual Property affects the value, image and the good will associated with the Intellectual Property. Licensor, in turn, recognizes the value of the publicity and goodwill associated with the Intellectual Property and that Licensor’s use of the Intellectual Property affects the value, image, and goodwill associated with the Intellectual Property. d. Licensee shall place the following notice on all packaging, labels, promotional, advertising, publicity and display materials used in connection that contain a Trademark or refer or relate to Products bearing a Trademark: “[Trademark] is either a registered trademark or trademark of Oneida Ltd. in the U.S. and foreign countries and is used pursuant to a license”. Licensor may at any time require an addition to or change of the foregoing notice, effective not less than ninety (90) days after receipt by Licensee of written notice thereof, provided that Licensee shall have the right to continue to distribute any inventory including packaging already manufactured at the time it receives such notice. Any resulting costs shall be paid by Licensor. Further, Licensee shall affix to the Products bearing a Trademark, and all packaging, labels, promotional materials, advertising, publicity and display materials used in connection therewith, any other legends, markings and notices required by any law or regulation in the Market or which Licensor reasonably may request. Licensee shall also cause all Products covered by Product Patent Rights to be marked in accordance with 35 U.S.C. §287. Licensor will be wholly responsible for the content of the required notices, including the truth and accuracy thereof, and will indemnity Licensee for any claims relating to the content of the notices, including but not limited to awards, damages, costs and reasonable attorneys’ fees. e. Licensee and Licensor hereby irrevocably acknowledge and agree that all patent rightsright, title and interest in and to any and all trademarks, copyrights, product plans, patterns, shapes, trade dress, product designs and other materials designed or created by or on behalf of Licensee in connection with Products, whether now or hereafter produced, but specifically excluding any third party rights in proprietary informationPrivate Label Products and Luxury Branded Products (“Licensor Materials”) are (i) to be treated as Intellectual Property hereunder, database rightsand (ii) shall be owned by Licensor by assignment or, trademark rights whenever possible, as a work-made-for-hire specially ordered and other intellectual property rights. All Works for Hire shall at commissioned by Licensor pursuant to the U.S. Copyright Act and all times be and remain the sole and exclusive property of Buyer. Buyer will have the sole right to determine the treatment of any Works for Hiresimilar laws, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name, or to follow any other procedure perpetuity; provided that Buyer deems appropriate. Buyer Licensor hereby grants a non-exclusive, non-assignable license, which is revocable with or without cause at any time, license under Section 2.1 hereof to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. Buyer may require Seller to use and label Products with Buyer’s or its affiliates’ trademarks, trade names, logos or other information (“Company Information”). Company Information is the sole property of Buyer or its affiliates, and Seller shall use Company Information strictly within the method and scope approved by Buyer. Each Party hereby such Licensor Materials. f. Licensee irrevocably acknowledges and agrees that trade names Licensor is and trademarks shall be the exclusive owner of all now known or hereafter existing rights of every kind pertaining to the Licensor Materials and all elements therein for all now known or hereafter existing uses, media, and forms, in perpetuity, and in all languages. If, despite the intentions of the other Partyparties hereto, whether registered the Licensor Materials, or unregisteredany portion thereof, is not deemed “work-made-for-hire” under the U.S. Copyright Act, Licensee hereby irrevocably grants, assigns and vests in Licensor, in perpetuity, all known or hereafter existing rights of every kind and nature in the Licensor Materials for all now known or hereafter existing uses, media and forms, in perpetuity and in all languages. Licensee shall promptly execute any documents which are consistent with the exclusive property provisions of this Agreement and which are requested by Licensor in order to evidence or effectuate Licensor’s rights in and to the Licensor Materials. Upon Licensee’s failure to execute such other Partydocuments within five (5) business days following Licensor’s request, Licensee hereby appoints Licensor as its attorney-in-fact authorized to execute such documents (it being understood that such appointment is a power coupled with an interest and therefore irrevocable) with full power of substitution and delegation. Nothing All costs associated with the assertion and maintenance of the ownership rights set forth herein shall be construed as granting borne by Licensor. g. This Section 5.3 shall survive any licence to Seller to use Buyer’s trademarks. No such licence shall be valid unless provided in writing with specificity and signed by both Partiestermination, and unless ▇▇▇▇▇▇ agrees to comply with ▇▇▇▇▇’s trademark quality usage and control provisions provided by Buyer. In any case, any and all use expiration or rescission of Buyer’s trademarks shall inure to the benefit of Buyer, and Buyer may revoke such license at any timethis Agreement.

Intellectual Property Ownership. Seller owns Contractor agrees to promptly disclose to Company any and all Work Product. “Work Product” includes without limitation any and all results and proceeds of Contractor’s services, including but not limited to code, software, programs, notes, drawings, designs, technical data, know how, works of authorship, firmware, ideas, improvements, inventions, material, information, marketing materials, work, or product conceived, created, written, or first reduced to practice by Contractor either solely or jointly with others in the performance of Services for Company and/or resulting from use of Confidential Information by Contractor solely or jointly with others. Contractor represents and warrants all work product is owned by Contractor and does not infringe upon the authorized licensee of all intellectual property rights related of any third party. All Work Product shall be deemed a “work made for hire,” as such term is defined under the copyright laws of the United States, with Company as the author and exclusive owner thereof. In the event the Work Product does not qualify as a “work made for hire” for Company, Contractor hereby irrevocably and exclusively transfers to the Products to the extent the Products have not been modified, customized, or designed for Buyer. If and to the extent Products have been or will be modified, customized, or designed for Buyer, Seller hereby agrees to irrevocably assign and transfer to Buyer and does hereby assign and transfer to Buyer Company all of Seller’s worldwide right, title, and interest in and to the Works for Hire (defined below) including all associated intellectual property rights. For purposes of this Order, "Works for Hire" include all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from ▇▇▇▇▇▇’s performance under this OrderWork Product, including without limitation all patent rights, worldwide copyrights, rights in proprietary informationpatent, database rightstrade secret, trademark rights and (including the good will associated therewith), or other intellectual property rightsrights therein including any extensions and renewals thereof, throughout the world in perpetuity in any and all media, now known or hereafter devised. All Works for Hire shall at all times be and remain Accordingly, Company is the sole and exclusive property owner and copyright proprietor of Buyerall right, title, and interest in the work in whatever stage of completion. Buyer Contractor shall promptly execute and deliver to Company documents reasonably requested for Company to secure copyright protection in Contractor’s services and the results and proceeds thereof. Upon request of Company, Contractor will have deliver to Company all files and materials related to the sole right work at no cost to determine the treatment of any Works for Hire, including Company. Contractor hereby grants Company the right to keep it as trade secretchange, execute and file patent applications on itadd to, to use and disclose it without prior patent applicationtake from, to file registrations for copyright translate, reformat, modify, edit, or trademark reprocess the work in any manner Company may in its own namesole discretion determine. Contractor hereby irrevocably waives all so-called “moral rights” or “droit moral” rights and any similar or analogous rights under the applicable laws of any country of the world. Without limiting the foregoing, Company has no obligation to provide “credit” or “attribution” to follow any other procedure that Buyer deems appropriate. Buyer hereby grants a non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder Contractor for the sole purpose of performing this Order for Buyer. Buyer may require Seller to use and label Products with Buyer’s Work delivered or its affiliates’ trademarks, trade names, logos or other information (“Company Information”). Company Information is the sole property of Buyer or its affiliates, and Seller shall use Company Information strictly within the method and scope approved by Buyer. Each Party hereby acknowledges and agrees that trade names and trademarks of the other Party, whether registered or unregistered, are the exclusive property of such other Party. Nothing herein shall be construed as granting any licence to Seller to use Buyer’s trademarks. No such licence shall be valid unless provided in writing with specificity and signed by both Parties, and unless ▇▇▇▇▇▇ agrees to comply with ▇▇▇▇▇’s trademark quality usage and control provisions provided by Buyer. In any case, any and all use of Buyer’s trademarks shall inure to the benefit of Buyer, and Buyer may revoke such license at any timeservices rendered hereunder.

Intellectual Property Ownership. Seller owns or is the authorized licensee of all intellectual property rights related to the Products to the extent the Products have not been modified, customized, or designed for Buyer. If and to the extent Products have been or will be modified, customized, or designed for Buyer, Seller hereby agrees to irrevocably assign and transfer to Buyer and does hereby assign and transfer to Buyer all of Seller’s worldwide right, title, and interest in and to the Works for Hire (defined below) including all associated intellectual property rights. For purposes of this Order, "Works for Hire" include all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from ▇▇▇▇▇▇Seller’s performance under this Order, including all patent rights, copyrights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All Works for Hire shall at all times be and remain the sole and exclusive property of Buyer. Buyer will have the sole right to determine the treatment of any Works for Hire, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name, or to follow any other procedure that Buyer deems appropriate. Buyer hereby grants a non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. Buyer may require Seller to use and label Products with Buyer’s or its affiliates’ trademarks, trade names, logos or other information (“Company Information”). Company Information is the sole property of Buyer or its affiliates, and Seller shall use Company Information strictly within the method and scope approved by Buyer. Each Party hereby acknowledges and agrees that trade names and trademarks of the other Party, whether registered or unregistered, are the exclusive property of such other Party. Nothing herein shall be construed as granting any licence to Seller to use Buyer’s trademarks. No such licence shall be valid unless provided in writing with specificity and signed by both Parties, and unless ▇▇▇▇▇▇ Seller agrees to comply with ▇▇▇▇▇Buyer’s trademark quality usage and control provisions provided by Buyer. In any case, any and all use of Buyer’s trademarks shall inure to the benefit of Buyer, and Buyer may revoke such license at any time.

Intellectual Property Ownership. Seller owns or is the authorized licensee of all intellectual property rights related to the Products to the extent the Products have not been modified, customized, or designed for Buyer. If To the extent Seller, its employees, subcontractors, or other agents design, create, improve, enhance, modify, or engineer any equipment, materials, components, products, software, and/or technology for, on behalf of, or with Buyer that are conceived or introduced to practice in performance of this Order (collectively, “Intellectual Property”), the resulting Intellectual Property shall be considered “works made for hire” for which Buyer shall be deemed the author and sole and exclusive owner. In the event any such Intellectual Property is not deemed “works made for hire” or if for any reason the designation of the Intellectual Property as “works made for hire” does not fully vest in Buyer all right, title, and interest in and to such Intellectual Property, then in order to ensure that all right, title, and interest in and to the extent Products have been or will be modified, customized, or designed for Buyer, Intellectual Property is fully owned by and vested in Buyer Seller does hereby agrees agree to irrevocably assign and transfer and convey to Buyer Buyer, at no cost to Buyer, and does hereby assign and transfer to Buyer all of Seller’s worldwide rightrights, title, and interest in and to the Intellectual Property and any related invention, improvement, know-how and all other types of intellectual property rights associated therewith or embodied therein, whether patentable or not, copyrightable or not, including the right to make derivative works, and including the right to recover for misappropriation or infringement related to the Intellectual Property (collectively “Development IP”). Seller forever waives the enforcement of any and all rights, including, without limitation, any and all rights arising under 17 USC § 106A; any other rights of identification of authorship; any rights of approval; or restrictions or limitations on use, subsequent modification, or development of derivative works. To the extent any rights held by Seller in the Intellectual Property or the Development IP cannot be assigned by Seller to Buyer, Seller hereby grants to Buyer an exclusive (even as to Seller), perpetual, royalty-free, fully paid, irrevocable, freely transferrable, freely sublicensable (through multiple tiers of sublicensees), worldwide right and license to use, modify, reproduce, copy, publish, distribute, make, have made, export, import, sell, make derivative works from, and otherwise directly and indirectly exploit and commercialize any and all such rights, as Buyer deems fit in its sole and absolute discretion. For purposes of clarity, the rights assigned to, waived by, and/or licensed in this Section 8 include: (i) all rights of attribution, paternity, integrity, disclosure and withdrawal; (ii) any rights Seller may have under the Visual Artists Rights Act of 1990 (as amended) and under similar laws and treaties; and (iii) all other rights throughout the world sometimes referred to as “moral rights.” To the extent Seller creates, conceives, or first reduces to practice independently of this Order (whether prior to or following the Effective Date) any intellectual property necessary or advisable to practice the Intellectual Property and/or the Development IP, then Seller hereby grants to Buyer a perpetual, royalty-free, fully paid, irrevocable, freely transferrable, freely sublicensable (through multiple tiers of sublicensees), worldwide right and license to use, modify, reproduce, copy, publish, distribute, make, have made, export, import, sell, make derivative works from, and otherwise directly and indirectly exploit and commercialize any and all such intellectual property, as Buyer deems fit in its sole and absolute discretion in connection with Buyer’s use and/or commercialization of the Intellectual Property and/or the Development IP. Works for Hire (defined below) including all associated intellectual property rights. For purposes of this Order, "Works for Hire" include all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from ▇▇▇▇▇▇’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All Works for Hire shall at all times be and remain the sole and exclusive property of Buyer. Buyer will have the sole right to determine the treatment of any Works for Hire, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name, or to follow any other procedure that Buyer deems appropriate. Buyer hereby grants a non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-know- how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. Buyer may require Seller to use and label Products with Buyer’s or its affiliatesAffiliates’ trademarks, trade names, logos logos, or other information (“Company Buyer Information”). Company Buyer Information is the sole property of Buyer or its affiliatesAffiliates, and Seller shall use Company Buyer Information strictly within the method and scope approved by Buyer. Each Party hereby acknowledges and agrees that trade names and trademarks of the other Party, whether registered or unregistered, are the exclusive property of such other Party. Nothing herein shall be construed as granting any licence license to Seller to use Buyer’s trademarks. No such licence license shall be valid unless provided in writing with specificity and signed by both Parties, and unless ▇▇▇▇▇▇ agrees to comply with ▇▇▇▇▇’s trademark quality usage and control provisions provided by Buyer. In any case, any and all use of Buyer’s trademarks shall inure to the benefit of Buyer, and Buyer may revoke such license at any time.

Intellectual Property Ownership. Seller owns or is the authorized licensee of all intellectual property rights related to the Products to the extent the Products have not been modified, customized, or designed for Buyer. If and to the extent Products have been or will be modified, customized, or designed for Buyer, Seller hereby agrees to irrevocably assign and transfer to Buyer and does hereby assign and transfer to Buyer all of Seller’s worldwide right, title, and interest in and to the Works for Hire (defined below) including all associated intellectual property rights. For purposes of this Order, "Works for Hire" include all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from ▇▇▇▇▇▇’s performance under this Order, including all patent rights, copyrights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All Works for Hire shall at all times be and remain the sole and exclusive property of Buyer. To the extent that any intellectual property rights held by Seller cannot be assigned by Seller to Buyer, Seller hereby grants to Buyer an exclusive (even as to Seller), perpetual, royalty-free, fully paid, irrevocable, freely transferrable, freely sublicensable (through multiple tiers of sublicensees), worldwide right and license to use, modify, reproduce, copy, publish, distribute, make, have made, export, import, sell, make derivative works from, and otherwise directly and indirectly exploit and commercialize any and all such rights in relation to the Works for Hire, as Buyer deems fit in its sole and absolute discretion. Buyer will have the sole right to determine the treatment of any Works for Hire, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name, or to follow any other procedure that Buyer deems appropriate. Buyer hereby grants a non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. Buyer may require Seller to use and label Products with Buyer’s or its affiliates’ trademarks, trade names, logos or other information (“Company Information”). Company Information is the sole property of Buyer or its affiliates, and Seller shall use Company Information strictly within the method and scope approved by Buyer. Each Party hereby acknowledges and agrees that trade names and trademarks of the other Party, whether registered or unregistered, are the exclusive property of such other Party. Nothing herein shall be construed as granting any licence to Seller to use Buyer’s trademarks. No such licence shall be valid unless provided in writing with specificity and signed by both Parties, and unless ▇▇▇▇▇▇ agrees to comply with ▇▇▇▇▇’s trademark quality usage and control provisions provided by Buyer. In any case, any and all use of Buyer’s trademarks shall inure to the benefit of Buyer, and Buyer may revoke such license at any time.

Intellectual Property Ownership. Seller owns or is the authorized licensee of all intellectual property rights related to the Products to the extent the Products have not been modified, customized, or designed for Buyer. If and to the extent Products have been or will be modified, customized, or designed for Buyer, Seller hereby agrees to irrevocably assign and transfer to Buyer and does hereby assign and transfer to Buyer all of Seller’s worldwide right, title, and interest in and to the Works for Hire (defined below) including all associated intellectual property rights. For purposes of this Order, "Works for Hire" include all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from ▇▇▇▇▇▇’s performance under this Order, including all patent rights, copyrights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All Works for Hire shall at all times be and remain the sole and exclusive property of Buyer. Buyer will have the sole right to determine the treatment of any Works for Hire, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name, or to follow any other procedure that Buyer deems appropriate. Buyer hereby grants a non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. Buyer may require Seller to use and label Products with Buyer’s or its affiliates’ trademarks, trade names, logos or other information (“Company Information”). Company Information is the sole property of Buyer or its affiliates, and Seller shall use Company Information strictly within the method and scope approved by Buyer. Each Party hereby acknowledges and agrees that trade names and trademarks of the other Party, whether registered or unregistered, are the exclusive property of such other Party. Nothing herein shall be construed as granting any licence license to Seller to use Buyer’s trademarks. No such licence license shall be valid unless provided in writing with specificity and signed by both Parties, and unless ▇▇▇▇▇▇ agrees to comply with ▇▇▇▇▇’s trademark quality usage and control provisions provided by Buyer. In any case, any and all use of Buyer’s trademarks shall inure to the benefit of Buyer, and Buyer may revoke such license at any time.

Intellectual Property Ownership. Seller owns or is the authorized licensee of all intellectual property rights related to the Products to the extent the Products have not been modified, customized, or designed for Buyer. If and to the extent Products have been or will be modified, customized, or designed for Buyer, Seller hereby agrees to irrevocably assign and transfer to Buyer and does hereby assign and transfer to Buyer all of Seller’s worldwide right, title, and interest in and to the Works for Hire (defined below) including all associated intellectual property rights. For purposes of this Order, "Works for Hire" include all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from ▇▇▇▇▇▇Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All Works for Hire shall at all times be and remain the sole and exclusive property of Buyer. Buyer will have the sole right to determine the treatment of any Works for Hire, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name, or to follow any other procedure that Buyer deems appropriate. Buyer hereby grants a non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. Buyer may require Seller to use and label Products with Buyer’s or its affiliates’ trademarks, trade names, logos or other information (“Company Information”). Company Information is the sole property of Buyer or its affiliates, and Seller shall use Company Information strictly within the method and scope approved by Buyer. Each Party hereby acknowledges and agrees that trade names and trademarks of the other Party, whether registered or unregistered, are the exclusive property of such other Party. Nothing herein shall be construed as granting any licence license to Seller to use Buyer’s trademarks. No such licence license shall be valid unless provided in writing with specificity and signed by both Parties, and unless ▇▇▇▇▇▇ Seller agrees to comply with ▇▇▇▇▇Buyer’s trademark quality usage and control provisions provided by Buyer. In any case, any and all use of Buyer’s trademarks shall inure to the benefit of Buyer, and Buyer may revoke such license at any time.

Intellectual Property Ownership. Seller owns or is the authorized licensee of all intellectual property rights related to the Products to the extent the Products have not been modified, customized, or designed for Buyer. If and to the extent Products have been or will be modified, customized, or designed for Buyer, Seller hereby agrees to irrevocably assign and transfer to Buyer and does hereby assign and transfer to Buyer all of Seller’s worldwide right, title, and interest in and to the Works for Hire (defined below) including all associated intellectual property rights. For purposes of this Order, "Works for Hire" include all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from ▇▇▇▇▇▇’s performance under this Order, including all patent rights, copyrights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All Works for Hire shall at all times be and remain the sole and exclusive property of Buyer. Buyer will have the sole right to determine the treatment of any Works for Hire, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name, or to follow any other procedure that Buyer deems appropriate. Buyer hereby grants a non-exclusive, non-sublicensable, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. Buyer may require Seller to use and label Products with Buyer’s or its affiliates’ trademarks, trade names, logos or other information (“Company Information”). Company Information is the sole property of Buyer or its affiliates, and Seller shall use Company Information strictly within the method and scope approved by Buyer. Each Party hereby acknowledges and agrees that trade names and trademarks of the other Party, whether registered or unregistered, are the exclusive property of such other Party. Nothing Except as specifically stated above in this clause 8, nothing herein shall be construed as granting any licence to Seller to use Buyer’s trademarks. No such licence shall be valid unless provided in writing with specificity and signed by both Parties, and unless ▇▇▇▇▇▇ agrees to comply with ▇▇▇▇▇’s trademark quality usage and control provisions provided by Buyer. In any case, any and all use of Buyer’s trademarks shall inure to the benefit of Buyer, and Buyer may revoke such license at any time.