Common use of Ownership of Improvements Clause in Contracts

Ownership of Improvements. Each Party will own all right, title and interest in and to any Improvements conceived, developed, invented or otherwise generated solely by such Party, its Affiliates, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights related thereto to be owned solely by Purdue or any Affiliate thereof pursuant to the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Improvements”), and the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest in and to any Product Improvements and all intellectual property rights related thereto, free and clear of all liens, claims, and encumbrances not set forth in this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections 3.02(a), 3.06 and 13.06(a), and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this Agreement.

Ownership of Improvements. Each Party will own all right, title and interest in and to any Improvements conceived, developed, invented or otherwise generated solely by such Party, its Affiliates, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights related thereto (other than Collegium BEMA Improvements and all intellectual property rights related thereto) to be owned solely by Purdue Collegium or any Affiliate thereof pursuant to the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Collegium Improvements”), and the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) PurdueCollegium, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue Collegium shall assign, assign and hereby assignsassigns to Parent, to Parent all of Collegium’s and Collegium Affiliates’ right, title, and interest in and to any Product Collegium BEMA Improvements and all intellectual property rights related thereto, free and clear of all security interests and similar liens. Collegium shall ensure that that its Affiliates assign any and all of their rights, claimsincluding all intellectual property rights, in any Collegium BEMA Improvements to Collegium and Collegium shall use, and encumbrances not set forth ensure that its Affiliates use, Commercially Reasonable Efforts to cause their respective Sublicensees to assign or exclusively license any and all rights they may have in this Agreementany Collegium BEMA Improvements (and any Know-How with respect thereto and/or Patents Covering such Collegium BEMA Improvements) to Collegium and, in the case that such rights are licensed (rather than assigned) to Collegium or any of its Affiliates, that those rights be freely sublicensable by Collegium or its Affiliate, as applicable, to BDSI pursuant to Section 3.06. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections Section 3.02(a), 3.06 ) and Section 13.06(a), ) and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products or BEMA Fentanyl Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, by the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this Agreement.

Ownership of Improvements. Each Party will own Notwithstanding anything that is or appears to be to the contrary herein, any and all rightImprovements erected on the Leased Premises as permitted by this Lease, title as well as any and interest all alterations or additions thereto or any other Improvements or fixtures on the Leased Premises, shall be owned by Tenant until the expiration of the Term or sooner termination of this Lease. Upon the expiration or sooner termination of this Lease, all Improvements and all alterations, additions or improvements thereto that are made to or placed on the Leased Premises by Tenant or any other person shall be considered part of the real property of the Leased Premises and shall remain on the Leased Premises and become the property of Landlord; provided that Tenant (or its Subtenants, as the case may be) shall retain ownership of and shall be required to remove furniture, equipment, machinery, trade fixtures and removable personal property except as may be left on the Leased Premises with Landlord’s prior written approval. Except as otherwise expressly provided in and to this Lease, any Improvements conceivednon-disturbance agreement approved by Landlord, developed, invented or otherwise generated solely any easement approved by such Party, its AffiliatesLandlord, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property written instrument executed by Landlord which expressly states that Landlord is waiving its rights related thereto (under this Article 6 to receive such Improvements and intellectual property rights related thereto to be owned solely by Purdue or any Affiliate thereof pursuant to the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Improvements”), and the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest in and to any Product Improvements and all intellectual property rights related thereto, free and clear of all liens, other claims, said Improvements shall become Landlord’s property free and encumbrances not set forth in this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections 3.02(a), 3.06 and 13.06(a), and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail clear of any Improvements generated and all rights to possession and all claims to or Controlled against them by such Party Tenant or any Affiliate thereof to which the other Party has any rights under this Agreementthird person or entity.

Ownership of Improvements. Each Party will own The Land shall continue to be owned by Landlord. All Improvements shall be owned by and be the property of Tenant during, and only during, the Term and no longer. During the Term, no Improvements shall be conveyed, transferred or assigned, except as permitted under Articles 12 and 14, and at all such times the holder of the Leasehold Interest of Tenant under this Lease shall be the owner of all Improvements. Any attempted conveyance, transfer or assignment of any of the Improvements, whether voluntarily or by operation of law or otherwise, to any person, corporation or other entity shall be void and of no effect whatever, except as permitted under Articles 12 and 14. Notwithstanding the foregoing, Tenant may from time to time replace the Improvements and make any Alterations, provided that the replacements for such items are of equivalent or better value and quality, and such items are free from any liens and encumbrances except for equipment leases and any other financings expressly permitted hereunder. Upon any termination of this Lease, whether by reason of the expiration of the Term hereof, or pursuant to any provision hereof, or by reason of any other cause whatsoever, all of Tenant’s right, title and interest in the Improvements and any Alterations shall cease and terminate, and title to any the Improvements conceived, developed, invented or otherwise generated solely by such Party, its Affiliates, or any officer, director, employee, agent, shall immediately vest in Landlord. No further deed or other representative instrument shall be necessary to confirm the vesting in Landlord of either title to the Improvements. However, upon any termination of this Lease, Tenant, upon request of Landlord, shall execute, acknowledge and deliver to Landlord a quitclaim deed confirming that all of Tenant’s rights, title and interest in the Improvements has expired and that title thereto has vested in Landlord. Notwithstanding the foregoing, other than Product Improvements, the ownership of the Museum Property and all intellectual personal property rights related thereto (such Improvements and intellectual property rights related thereto to be owned solely by Purdue or any Affiliate thereof pursuant to the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Improvements”), and the Parties of Tenant shall jointly own remain with Tenant in all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest in and to any Product Improvements and all intellectual property rights related thereto, free and clear of all liens, claims, and encumbrances not set forth in this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections 3.02(a), 3.06 and 13.06(a), and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this Agreementevents.

Ownership of Improvements. Each Party will own Except as hereinafter provided, during the Term Tenant shall be the owner of all Improvements and all furnishings, fixtures and personal property of Tenant located thereon. Tenant shall retain all rights to depreciation deductions and tax credits arising from its ownership of said property. Upon expiration or earlier termination of this Lease, all such Improvements and property shall, except as provided in Section 2.12.3 below, automatically vest in, revert to, and become the property of Landlord without compensation to, or requirement of consent or other act of, Tenant, and without the necessity of deed, ▇▇▇▇ of sale, conveyance or other act or agreement of Tenant, and without any payment of any kind or nature by Landlord to Tenant or to any other person, including any lender and/or other entity who has a lien against all or any portion of Tenant’s Interest. Tenant shall thereafter have no further rights thereto or interest therein. Except as permitted by this Lease, Tenant shall not remove any Improvements from the Premises, nor waste nor destroy any Improvements; provided, however, that if Landlord notifies Tenant at least five (5) years prior to the expiration of the Term or any extended Term of its desire that Tenant remove the Improvements on the expiration of the Term or extended Term, then promptly following the expiration date, and within ninety (90) days after the expiration of the Term or extended Term, Tenant shall remove or cause to be removed all the Improvements from the Premises at Tenant’s sole cost. If Tenant is required to remove the Improvements on the expiration of the Term or any extended Term, then Tenant shall be entitled to remain in possession of the Premises for the time reasonably necessary to remove the Improvements, and no longer than ninety (90) days after the expiration of the Term or extended Term, and all provisions of this Lease shall apply to the period that Tenant remains in possession except that Tenant need not pay Landlord any rent, taxes, or other expenses in connection with Tenant’s continued occupancy. Upon or at any time after the date of the expiration or earlier termination of this Lease, if requested by Landlord, Tenant shall, without charge to Landlord, promptly execute, acknowledge and deliver to Landlord a quitclaim deed and ▇▇▇▇ of sale which (a) conveys all of Tenant’s right, title and interest in and to the Premises; (b) assigns, without representation or warranty and to the extent assignable by the terms of such contracts, all contracts designated by Landlord, relating to the operation, management or maintenance of the Premises or any Improvements conceivedpart thereof; and (c) conveys, developedwithout representation or warranty and to the extent assignable by the terms of such contracts, invented all plans, records, registers, permits, and all other papers and documents which may be necessary or otherwise generated solely by such Partyappropriate for the proper operation and management of the Premises, its Affiliatesand shall deliver all of the foregoing to Landlord. In order to effectuate the terms of this section, Tenant’s contracts with vendors relating to the operation, management or maintenance of the Premises, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights related thereto to be owned solely by Purdue or any Affiliate thereof pursuant to the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Improvements”), and the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate part thereof, shall include provisions permitting the assignment of said contracts to Landlord upon expiration or any officer, director, employee, agent, or other representative termination of either of the foregoing and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest in and to any Product Improvements and all intellectual property rights related thereto, free and clear of all liens, claims, and encumbrances not set forth in this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections 3.02(a), 3.06 and 13.06(a), and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this AgreementLease.

Ownership of Improvements. Each Party will own All Improvements shall be the property of Lessee during, and only during, the Term and no longer. During the Term, no Improvements shall be conveyed, transferred or assigned, except as permitted under Articles 23, 24 and 25, and at all such times the holder of the leasehold interest of Lessee under this Lease shall be the owner of all Improvements. Any attempted conveyance, transfer or assignment of any of the Improvements, whether voluntarily or by operation of law or otherwise, to any person, corporation or other entity shall be void and of no effect whatever, except as permitted under Articles 23, 24 and 25. Notwithstanding the foregoing, Lessee may from time to time replace the Improvements and make Additional Improvements and Alterations, provided that the replacements for such items are of equivalent or better value and quality, and such items are free from any liens and encumbrances except for equipment leases and any other financings expressly permitted hereunder. Upon any termination of this Lease, whether by reason of the expiration of the Term hereof, or pursuant to any provision hereof, or by reason of any other cause whatsoever, all of Lessee’s right, title and interest in the Improvements and any Additional Improvements and Alterations shall cease and terminate and title to any the Improvements conceived, developed, invented or otherwise generated solely by such Party, its Affiliates, or any officer, director, employee, agent, shall immediately vest in Lessor. Lessee shall surrender the Improvements to Lessor as provided in Article 28. No further deed or other representative instrument shall be necessary to confirm the vesting in Lessor of either title to the Improvements. However, upon any termination of this Lease, Lessee, upon request of Lessor, shall execute, acknowledge and deliver to Lessor a quitclaim deed confirming that all of Lessee’s rights, title and interest in the Improvements has expired and that title thereto has vested in Lessor. Notwithstanding the foregoing, other than Product Improvementsthe ownership and disposition of all personal property, trade fixtures and all intellectual property rights related thereto (such Improvements and intellectual property rights related thereto to be owned solely improvements installed by Purdue or any Affiliate thereof pursuant to the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Improvements”), and the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either subtenants of the foregoing and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to Property shall be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest in and to any Product Improvements and all intellectual property rights related thereto, free and clear of all liens, claims, and encumbrances not set forth in this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections 3.02(a), 3.06 and 13.06(a), and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this Agreementsubleases.

Ownership of Improvements. Each Party will a. During the term of this Agreement, LESSEE shall own all right, title and interest in and to Improvements permitted by CITY constructed on the Premises until expiration of the Initial or Renewal Term or sooner termination of this Agreement. LESSEE shall not remove any Improvements conceivedonce constructed on the Premises, developedexpect as permitted in writing by CITY. b. Upon termination of this Agreement, invented or otherwise generated solely by such Partyall Improvements on the Premises shall, its Affiliateswithout compensation to LESSEE, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual become CITY’s property rights related thereto (such Improvements and intellectual property rights related thereto to be owned solely by Purdue or any Affiliate thereof pursuant to the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Improvements”), and the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest in and to any Product Improvements and all intellectual property rights related thereto, free and clear of any and all liens, claims, claims against them by LESSEE or any third party unless an Agreement is otherwise reached by the PARTIES and encumbrances not set forth in this Agreement. Except as expressly provided in this Agreement and subject reduced to any restrictions herein, each joint owner writing. i. Upon termination or expiration of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent term of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections 3.02(a)CITY may, 3.06 at CITY’s election, demand removal of all Improvements, as specified in this paragraph. A demand to remove Improvements by the normal expiration of the Initial Term or Renewal Term shall be deemed effective by notice given at any time within one month before the expiration date. A demand to remove Improvements upon any other termination of this Agreement shall be deemed effective by notice given in, or concurrently with, notice of such termination or within thirty (30) days after such termination. ii. Upon receipt of a demand by the CITY to remove all Improvements, LESSEE agrees to meet and 13.06(a)confer with the CITY to reach an agreed upon schedule to restore the Premises to the condition it was in prior to this Agreement taking effect. To that end, and (ii) allow a photographic record must be taken of the Parties Premises on the Effective Date to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products show the condition it was in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect time the purposes of the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under PARTIES entered into this Agreement. iii. If LESSEE fails to remove any Improvements from the Premises upon receipt of a demand by the City, CITY shall have the right to have such Improvements removed at the expense of LESSEE. As to any or all Improvements that CITY does not exercise said option for removal, title thereto shall vest in CITY, without cost to CITY, and without any payment to LESSEE.

Ownership of Improvements. Each Party will own all rightAll buildings, title structures and interest in and to any Improvements conceived, developed, invented fixtures of every kind now existing or otherwise generated solely by such Party, its Affiliates, hereafter erected or any officer, director, employee, agent, or other representative of either placed on the demised Premises shall at the end of the foregoingterm or earlier termination of this Lease, other than Product Improvementsfor any reason be and become the property of the Lessor and shall be left in good condition and repair, ordinary wear and all intellectual property rights related thereto (such Improvements damage by the elements excepted. A fixture shall be defined as an article which was a chattel, but which, by being physically annexed or affixed to the realty by the Lessee and intellectual property rights related thereto incapable of being removed without structural or functional damage to the realty, becomes a part and parcel of it. Non-fixture personalty, signs, trade fixtures and equipment owned by the Lessee at the expiration of the term or earlier termination of this Lease, for any reason, shall continue to be owned solely by Purdue Lessee, and, at the time of such expiration or earlier termination, Lessee at its option, may remove, provided the Lessee is not then in default of any Affiliate thereof pursuant covenant or condition of this lease, otherwise all such property shall remain on the demised Premises until the damages suffered by Lessor from any such default have been ascertained and compensated except that, upon demand by Lessor, Lessee shall remove any property designated by Lessor from the Premises. If Lessee shall fail to remove personalty within thirty (30) days of demand by Lessor, then Lessor may effect such removal and restoration at Lessee’s expense and Lessee agrees to pay Lessor such expense promptly upon receipt of a proper invoice therefor. Any damage to the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Improvements”), and the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly demised Premises caused by the Parties pursuant to the foregoingremoval by Lessee, “Joint Improvements”)of any such personalty, provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest in and to any Product Improvements and all intellectual property rights related thereto, free and clear of all liens, claims, and encumbrances not set forth in this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections 3.02(a), 3.06 and 13.06(a), and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause repaired by Lessee forthwith at its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this Agreementexpense.

Ownership of Improvements. Each Party will own all rightAll of the Improvements of any nature constructed by ▇▇▇▇▇▇ on the St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ including the Lessee Improvements and alterations of the Lessee Improvements and other alterations made pursuant to the provisions of this Lease shall be owned by and shall be the property of Lessee during the Lease Term. Upon the termination of this Lease, title and interest in and to any Improvements conceived, developed, invented whether by expiration of the term hereof or otherwise generated solely by such Party, its Affiliatesreason of default on the part of Lessee, or for any officerother reason whatsoever, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements (including the Lessee Improvements), and all intellectual property rights related thereto parts thereof shall merge with the title of the land, free of any claim of Lessee and all persons and corporations (such Improvements and intellectual property rights related thereto to be owned solely by Purdue or any Affiliate thereof pursuant subject to the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant provisions of Article XIV hereof with respect to the foregoingrights of Leasehold Mortgagees holding Leasehold Mortgages, “BDSI as both such terms are hereinafter defined it being understood that the Leasehold Mortgage should in no event have a maturity date which extends beyond the Expiration Date) claiming under or through Lessee (except for purchase money security interests in equipment and except for trade fixtures and personal property of Lessee that can be removed without damage to the Improvements”). Lessee shall deliver the St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to Lessor in reasonably good condition, ordinary wear and tear excepted, upon the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented termination or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either expiration of the foregoing Lease Term. Upon the termination of this Lease, ▇▇▇▇▇▇, at ▇▇▇▇▇▇'s request, will execute a recordable instrument evidencing the termination of this Lease and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of stating the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding termination date. Notwithstanding anything herein to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest in and to any Product Improvements and all intellectual property rights related thereto, free and clear of all liens, claims, and encumbrances not set forth in this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to event the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections 3.02(a), 3.06 and 13.06(a), and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products in at least the same scope as Lease terminates prior to such assignmentLessee receiving its expenditures for capital improvements on the Leased Property, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect Lessor will ensure Lessee receives a return of its expenditures for capital improvements on the purposes Leased Property as well as a reasonable rate of return on its investment on the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this AgreementLessor’s property.

Ownership of Improvements. Each Party will own Notwithstanding anything that is or appears to be to the contrary herein, any and all rightImprovements erected on the Leased Premises as permitted by this Lease, title as well as any and interest all alterations or additions thereto or any other Improvements or fixtures on the Leased Premises, shall be owned by Tenant until the expiration of the Term or sooner termination of this Lease. Upon the expiration or sooner termination of this Lease, all Improvements and all alterations, additions or improvements thereto that are made to or placed on the Leased Premises by Tenant or any other person shall be considered part of the real property of the Leased Premises and shall remain on the Leased Premises and become the property of Landlord, subject to the provisions for payment, if due, according to Sections 4.5 and 4.6; provided that Tenant (or its Subtenants, as the case may be) shall retain ownership of and shall be required to remove furniture, equipment, machinery, trade fixtures and removable personal property except as may be left on the Leased Premises with Landlord's prior written approval. Except as otherwise expressly provided in and to this Lease, any Improvements conceivednon-disturbance agreement approved by Landlord, developed, invented or otherwise generated solely any easement approved by such Party, its AffiliatesLandlord, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property written instrument executed by Landlord which expressly states that Landlord is waiving its rights related thereto (under this Section 6.8 to receive such Improvements and intellectual property rights related thereto to be owned solely by Purdue or any Affiliate thereof pursuant to the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Improvements”), and the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest in and to any Product Improvements and all intellectual property rights related thereto, free and clear of all liens, other claims, and encumbrances not set forth in this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) said Improvements shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections 3.02(a), 3.06 and 13.06(a), and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this Agreement.become

Ownership of Improvements. Each Party will own all rightAll of the Improvements of any nature constructed by ▇▇▇▇▇▇ on the St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ including the Lessee Improvements and alterations of the Lessee Improvements and other alterations made pursuant to the provisions of this Lease shall be owned by and shall be the property of Lessor during the Lease Term. Upon the termination of this Lease, title and interest in and to any Improvements conceived, developed, invented whether by expiration of the term hereof or otherwise generated solely by such Party, its Affiliatesreason of default on the part of Lessee, or for any officerother reason whatsoever, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements (including the Lessee Improvements), and all intellectual property rights related thereto parts thereof shall merge with the title of the land, free of any claim of Lessee and all persons and corporations (such Improvements and intellectual property rights related thereto to be owned solely by Purdue or any Affiliate thereof pursuant subject to the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant provisions of Article XIV hereof with respect to the foregoingrights of Leasehold Mortgagees holding Leasehold Mortgages, “BDSI as both such terms are hereinafter defined it being understood that the Leasehold Mortgage should in no event have a maturity date which extends beyond the Expiration Date) claiming under or through Lessee (except for purchase money security interests in equipment and except for trade fixtures and personal property of Lessee that can be removed without damage to the Improvements”). Lessee shall deliver the St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to Lessor in reasonably good condition, ordinary wear and tear excepted, upon the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented termination or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either expiration of the foregoing Lease Term. Upon the termination of this Lease, ▇▇▇▇▇▇, at ▇▇▇▇▇▇'s request, will execute a recordable instrument evidencing the termination of this Lease and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of stating the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding termination date. Notwithstanding anything herein to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest in and to any Product Improvements and all intellectual property rights related thereto, free and clear of all liens, claims, and encumbrances not set forth in this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to event the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections 3.02(a), 3.06 and 13.06(a), and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products in at least the same scope as Lease terminates prior to such assignmentLessee receiving its expenditures for capital improvements on the Leased Property, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect Lessor will ensure Lessee receives a return of its expenditures for capital improvements on the purposes Leased Property as well as a reasonable rate of return on its investment on the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this AgreementLessor’s property.

Ownership of Improvements. Each Party will own Title to all right, title and interest in and to any Improvements conceived, developed, invented or otherwise generated solely by such Party, its Affiliates, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights related thereto to be owned solely by Purdue alterations constructed or any Affiliate thereof pursuant to installed on the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Improvements”), and the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest in and to any Product Improvements and all intellectual property rights related thereto, free and clear of all liens, claims, and encumbrances not set forth in this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) Site shall at all times be and during the Term of this Agreement remain subject in name of the City. No less than one hundred eighty (180) days prior to the grants termination of rights this Agreement (whether by expiration of the Term hereof or upon earlier termination as provided for herein), the Authority shall elect whether to (1) take title to all such Improvements and licenses alterations, in which case all such Improvements and accompanying conditions alterations shall vest in the Authority, or (2) require the City to demolish the Improvements and obligations with respect thereto under return the Site to a pad ready state prior to the termination of this Agreement. All furniture, including under Sections 3.02(a), 3.06 and 13.06(a)signs, and (ii) allow fixtures shall remain the Parties property of the City and shall be removed by City prior to exercise their rights and perform their obligations under the expiration or earlier termination of this Agreement. Such removal shall be at the City’s own expense and shall not cause material injury to the Site or Improvements, and, therefore, the City shall simultaneously therewith repair and restore any damage to the Site or Improvements thereon caused by such removal in particular a manner reasonably satisfactory to develop, manufacture, and commercialize Licensed Products in at least the same scope as prior to such assignment, license or other such dispositionCEO. Each Party shall take all actions and execute all documents necessary to effect the purposes of Notwithstanding the foregoing, as reasonably requested byif the Authority requires the City to demolish the Improvements, then the City may remove its furniture, signs and fixtures without regard to damage to the Improvements. The failure to so remove such furniture, signs, and at fixtures or other personal‌ property by the sole expense (which termination of this Agreement shall constitute a hold-over by City, subject to all of the terms and conditions of this Lease, but all such property not removed within the time above specified shall be reasonable and documented) ofdeemed abandoned, in which case the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives Authority may use or dispose of the same as it shall see fit without any liability to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this AgreementCity therefor.

Ownership of Improvements. Each Party will a. During the term of this Agreement, LESSEE shall own all right, title and interest in and to Improvements permitted by CITY constructed on the Premises until expiration of the Initial or Renewal Term or sooner termination of this Agreement. LESSEE shall not remove any Improvements conceivedonce constructed on the Premises, developedexpect as permitted in writing by CITY. b. Upon termination of this Agreement, invented or otherwise generated solely by such Partyall Improvements on the Premises shall, its Affiliateswithout compensation to ▇▇▇▇▇▇, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual become CITY’s property rights related thereto (such Improvements and intellectual property rights related thereto to be owned solely by Purdue or any Affiliate thereof pursuant to the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Improvements”), and the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest in and to any Product Improvements and all intellectual property rights related thereto, free and clear of any and all liens, claims, claims against them by ▇▇▇▇▇▇ or any third party unless an Agreement is otherwise reached by the PARTIES and encumbrances not set forth in this Agreement. Except as expressly provided in this Agreement and subject reduced to any restrictions herein, each joint owner writing. i. Upon termination or expiration of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent term of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections 3.02(a)CITY may, 3.06 at CITY’s election, demand removal of all Improvements, as specified in this paragraph. A demand to remove Improvements by the normal expiration of the Initial Term or Renewal Term shall be deemed effective by notice given at any time within one month before the expiration date. A demand to remove Improvements upon any other termination of this Agreement shall be deemed effective by notice given in, or concurrently with, notice of such termination or within thirty (30) days after such termination. ii. Upon receipt of a demand by the CITY to remove all Improvements, ▇▇▇▇▇▇ agrees to meet and 13.06(a)confer with the CITY to reach an agreed upon schedule to restore the Premises to the condition it was in prior to this Agreement taking effect. To that end, and (ii) allow a photographic record must be taken of the Parties Premises on the Effective Date to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products show the condition it was in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect time the purposes of the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under PARTIES entered into this Agreement. iii. If LESSEE fails to remove any Improvements from the Premises upon receipt of a demand by the City, CITY shall have the right to have such Improvements removed at the expense of LESSEE. As to any or all Improvements that CITY does not exercise said option for removal, title thereto shall vest in CITY, without cost to CITY, and without any payment to LESSEE.

Ownership of Improvements. Each Party will own all i. If any Structural Improvements are erected or installed by Tenant, they shall at once become part of the realty, building, or land upon or within which they are erected and shall immediately become the property of, and title thereto shall vest in Landlord, and shall be surrendered with the Premises on expiration of the Term or termination of this Lease, except that if Landlord has in writing given Tenant permission to construct such Structural Improvements only upon the condition that they be removed at the termination of this Lease or any extended Term hereof, then such “Conditional Structural Improvements” shall at the termination of this Lease or any extended Term hereof, and in no event later than thirty (30) days after such date of expiration or termination, be removed at Tenant’s sole expense and the Premises restored to its former condition. ii. Notwithstanding any other provisions herein, the Landlord shall have the right, title and interest in and at any time, to require the immediate removal of any Structural Improvements conceivedinstalled without the prior consent of the Landlord. iii. If the removal of any such installation or alterations damages any part or parts of the buildings, developed, invented or otherwise generated solely by such Party, its Affiliates, or any officer, director, employee, agentpavements, or other representative of either portion of the foregoingPremises, other than Product ImprovementsTenant shall immediately repair such damage and restore said damaged part or parts of said building, and all intellectual property rights related thereto (such Improvements and intellectual property rights related thereto to be owned solely by Purdue pavements or any Affiliate thereof pursuant Premises to the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Improvements”), and the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either satisfaction of the foregoing and (b) PurdueLandlord’s City Engineer/Public Works Director, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (which such Improvements and intellectual property rights to approval shall not be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest in and to any Product Improvements and all intellectual property rights related thereto, free and clear of all liens, claims, and encumbrances not set forth in this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections 3.02(a), 3.06 and 13.06(a), and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this Agreementunreasonably withheld.

Ownership of Improvements. Each Party will own All Improvements constructed, installed or placed by Lessee on the Premises shall be the property of Lessee during, and only during, the Term and no longer. During the Term, the Improvements shall not be conveyed, transferred or assigned unless such conveyance, transfer or assignment shall be to a person, corporation or other entity to whom this Lease is being transferred or assigned simultaneously therewith in compliance with the provisions of (but without limitation of the restrictions set forth in) Article 24, and at all such times the holder of the leasehold interest of Lessee under this Lease shall be the owner of the Improvements. Any attempted conveyance, transfer or assignment of the Improvements, whether voluntarily or by operation of law or otherwise, to any person, corporation or other entity shall be void and of no effect whatever except a conveyance, transfer or assignment to a person, corporation or other entity to whom this Lease is being transferred or assigned simultaneously therewith in compliance with the provisions of (but without limitation of the restrictions set forth in) Article 24. Notwithstanding the foregoing, Lessee may from time to time replace items of personal property and fixtures provided that the replacements for such items are of equivalent or better value and quality, and such items are free from any liens and encumbrances except as permitted hereunder. Upon any termination of this Lease, whether by reason of the expiration of the Term hereof, or pursuant to any provision hereof, or by reason of any other cause whatsoever, all of Lessee's right, title and interest in the Improvements shall cease and terminate and title to any the Improvements conceived, developed, invented or otherwise generated solely by such Party, its Affiliates, or any officer, director, employee, agent, shall vest in Lessor unless Lessor makes the election to require demolition pursuant to Article 30. Lessee shall surrender the Improvements to Lessor as provided in Article 30 hereof. No further deed or other representative instrument shall be necessary to confirm the vesting in Lessor of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights related thereto to be owned solely by Purdue or any Affiliate thereof pursuant title to the foregoingImprovements. However, “Purdue Improvements”upon any termination of this Lease, Lessee, upon request of Lessor, shall execute, acknowledge and such Improvements deliver to Lessor a quitclaim deed and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoingquitclaim bill ▇▇ sale confirming that all of Lessee's rights, “BDSI Improvements”), and the Parties shall jointly own all right, title, title and interest in the Improvements has expired and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related that title thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest has vested in and to any Product Improvements and all intellectual property rights related thereto, free and clear of all liens, claims, and encumbrances not set forth in this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections 3.02(a), 3.06 and 13.06(a), and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this AgreementLessor.

Ownership of Improvements. Each Party will own All improvements now existing or hereafter constructed, installed or placed by Tenant on the Premises (including, without limitation, the Building and any Alterations, the "Improvements") shall be the property of Tenant during, and only during, the Term and no longer. Prior to Reinstatement, the Improvements, Tenant's interest in the easements set forth and described in Article 2 of the Declaration (the "Easements") and Tenant's interest in this Lease may not be conveyed, transferred and/or assigned, directly or indirectly, in whole or in part, except as provided in Paragraph 9. After any Reinstatement, the Improvements and Tenant's interest in the Easements and in this Lease may be conveyed, transferred and/or assigned together to a single person, corporation or other entity, provided that the assignment of Tenant's interest in this Lease must comply with the provisions and the restrictions set forth in Paragraph 9. Any attempted conveyance, transfer or assignment of the Improvements, Tenant's interest in the Easements and/or Tenants interest in this Lease, whether voluntarily or by operation of law or otherwise, in violation of this Paragraph shall be void and of no effect whatever. Upon any termination of this Lease, whether by reason of the expiration of the Term hereof, or pursuant to any provision hereof, or by reason of any other cause whatsoever, all of Tenant's right, title and interest in the Improvements and the Easements shall cease and terminate and title to any the Improvements conceivedand all of Tenant's interest in the Easements shall immediately vest in Landlord, developed, invented or otherwise generated solely by such Party, and Tenant shall surrender the Improvements and its Affiliates, or any officer, director, employee, agent, interest in the Easements to Landlord as provided in Paragraph 24(b) hereof. No further deed or other representative instrument shall be necessary to confirm the vesting in Landlord of either of title to the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights related thereto to be owned solely by Purdue or any Affiliate thereof pursuant to the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Improvements”), Easements and the Parties termination of all of Tenant's title and rights thereto and therein. However, upon any termination of this Lease, Tenant, upon request of Landlord, shall jointly own execute, acknowledge and deliver to Landlord a quitclaim deed and quitclaim ▇▇▇▇ of sale confirming that all rightof Tenant's rights, title, title and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest in and to any Product Improvements the Easements has expired and that all intellectual property of Tenant's title and rights related thereto, free thereto and clear of all liens, claims, and encumbrances not set forth therein has vested in this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections 3.02(a), 3.06 and 13.06(a), and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this AgreementLandlord.

Ownership of Improvements. Each Party will own All Improvements constructed, installed or placed by Lessee on the Premises shall be the property of Lessee during, and only during, the Term and no longer. During the Term, the Improvements shall not be conveyed, transferred or assigned unless such conveyance, transfer or assignment shall be to a person, corporation or other entity to whom this Lease is being transferred or assigned simultaneously therewith in compliance with the provisions of (but without limitation of the restrictions set forth in) Article 24, and at all such times the holder of the leasehold interest of Lessee under this Lease shall be the owner of the Improvements. Any 15 attempted conveyance, transfer or assignment of the Improvements, whether voluntarily or by operation of law or otherwise, to any person, corporation or other entity shall be void and of no effect whatever except a conveyance, transfer or assignment to a person, corporation or other entity to whom this Lease is being transferred or assigned simultaneously therewith in compliance with the provisions of (but without limitation of the restrictions set forth in) Article 24. Notwithstanding the foregoing, Lessee may from time to time replace items of personal property and fixtures provided that the replacements for such items are of equivalent or better value and quality, and such items are free from any liens and encumbrances except as permitted hereunder. Upon any termination of this Lease, whether by reason of the expiration of the Term hereof, or pursuant to any provision hereof, or by reason of any other cause whatsoever, all of Lessee's right, title and interest in the Improvements shall cease and terminate and title to any the Improvements conceived, developed, invented or otherwise generated solely by such Party, its Affiliates, or any officer, director, employee, agent, shall vest in Lessor unless Lessor makes the election to require demolition pursuant to Article 30. Lessee shall surrender the Improvements to Lessor as provided in Article 30 hereof. No further deed or other representative instrument shall be necessary to confirm the vesting in Lessor of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights related thereto to be owned solely by Purdue or any Affiliate thereof pursuant title to the foregoingImprovements. However, “Purdue Improvements”upon any termination of this Lease, Lessee, upon request of Lessor, shall execute, acknowledge and such Improvements deliver to Lessor a quitclaim deed and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoingquitclaim ▇▇▇▇ of sale confirming that all of Lessee's rights, “BDSI Improvements”), and the Parties shall jointly own all right, title, title and interest in the Improvements has expired and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related that title thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest has vested in and to any Product Improvements and all intellectual property rights related thereto, free and clear of all liens, claims, and encumbrances not set forth in this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections 3.02(a), 3.06 and 13.06(a), and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this AgreementLessor.

Ownership of Improvements. Each Party will own Without limiting any other similar provision(s) contained elsewhere in the Lease, all rightinstallations, title additions, betterments or improvements in or upon the Demised Premises, made by either party, including, without limitation, all pipes, ducts, conduits, wiring, paneling, partitions, railings, mezzanine floors, galleries and interest in the like shall become the property of Landlord and to any Improvements conceived, developed, invented shall remain upon and be surrendered with the Demised Premises as a part thereof at the expiration or otherwise generated solely by such Party, its Affiliates, or any officer, director, employee, agent, or other representative of either sooner termination of the foregoingLease Term; provided, however, that Landlord shall have the right to require Tenant to remove any such installations, additions, betterments or improvements made by Tenant by giving written notice to Tenant prior to the termination of this Lease, in which event Tenant shall remove all such items as Landlord may designate and restore the Demised Premises to the condition that existed prior to such installation. EXHIBIT "E" SIGN CRITERIA 1. The advertising or informative content of all signs shall be limited to letters designating the store name/or type of store (which such designation of the store type shall be by general descriptive terms and shall not include any specification of the merchandise offered for sale therein or the services rendered therein) only and shall contain no advertising devices, slogans, symbols or marks (other than Product Improvementsthe store name and/or type of store, as aforesaid and all intellectual property rights related thereto (such Improvements and intellectual property rights related thereto to be owned solely by Purdue or any Affiliate thereof pursuant to the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Improvements”), and the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvementscrests, symbols, trademarks, corporate ▇▇▇▇▇▇▇, which shall be permitted). 2. The character, design, color and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest in and to any Product Improvements and all intellectual property rights related thereto, free and clear layout of all liens, claims, and encumbrances not set forth in this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) signs shall at all times be and remain subject to the grants approval of rights and licenses and accompanying conditions and obligations the Landlord who shall endeavor to establish uniform standards consonant with respect thereto under this Agreement, including under Sections 3.02(a), 3.06 and 13.06(a)an integrated sign control policy for the Shopping Center, and (iifurther, however, shall give proper consideration to the style, design and character of signs used by Tenant(s) allow for the Parties to exercise their rights same or similar retail operations elsewhere. 3. Any sign and perform their obligations under this Agreementany part or parts thereof, except as otherwise provided in particular to developparagraph 5 hereof, manufactureshall be located within the physical limits of the store front of the Demised Premises of the Tenant, and commercialize Licensed Products shall not project at a right angle to the facade. 4. All signs shall be fabricated and installed in at least compliance with all applicable building and electrical codes and bear a U.L. Label. 5. Signs may be located on the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes exterior portions of the foregoingDemised Premises of Tenant at such locations as may be designated by the Landlord. These signs shall be limited to the store name and/or store type only, as reasonably requested byshall be constructed of suitable materials for weather exposure, and at the sole expense (which shall conform to all applicable limitations set forth above. The portion of such signs shall be reasonable and documented) of, mounted above the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives fascia. Landlord shall designate the company to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by install such Party or any Affiliate thereof to which the other Party has any rights under this Agreementsigns.

Ownership of Improvements. Each Party will own all right, title and interest in and to any Improvements conceived, developed, invented or otherwise generated solely by such Party, its Affiliates, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights related thereto to be owned solely by Purdue or any Affiliate thereof pursuant to the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Improvements”), and the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest in and to any Product Improvements and all intellectual property rights related thereto, free and clear of all liens, claims, and encumbrances not set forth in this Agreement. Except as expressly provided otherwise in this Agreement Lease, all Work as defined in this Section 5, affixed partitions, affixed hardware, equipment affixed to become part of the Building systems, machinery affixed to become part of the Building systems and subject to any restrictions hereinall other improvements and all affixed fixtures except trade fixtures, each joint owner of a Joint Improvement may makeconstructed in the Premises by either Landlord or Tenant, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject become Landlord's property upon installation without compensation to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this AgreementTenant, including under Sections 3.02(a), 3.06 and 13.06(a)unless Landlord consents otherwise in writing, and (ii) allow shall at Landlord's option either (a) be surrendered to Landlord with the Parties Premises at the termination of the Lease or of Tenant's right to exercise their rights possession, or (b) be removed in accordance with Subsection 5E below. Landlord shall notify Tenant at the time of its approval of the construction of any such items whether Tenant shall be required to remove the same at the expiration or sooner termination of this Lease. The parties agree that notwithstanding any provision to the contrary in this Lease, unless specifically stated otherwise as part of Landlord's consent to Work, Tenant shall retain ownership of all trade fixtures and perform their obligations under this Agreementequipment used in its business operations, in particular whether or not affixed to develop, manufacturethe Premises or identified by Tenant at the time plans are submitted for approval to Landlord, and commercialize Licensed Products in Tenant shall have the right to remove such items upon termination of this Lease. For avoidance of doubt, this includes all laboratory and manufacturing equipment. Unless Landlord at least the same scope as prior time it gives its consent to the performance of such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect construction expressly requires the purposes removal of the foregoingconstructed items, as reasonably requested by, and at then Tenant shall not be obligated to remove such items upon termination of the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this AgreementLease.

Ownership of Improvements. Each Party will own all right, title and interest in and to any Improvements conceived, developed, invented or otherwise generated solely by such Party, its Affiliates, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights related thereto to be owned solely by Purdue or any Affiliate thereof pursuant to the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Improvements”), and the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSITitle to any buildings, any Affiliate thereof, improvements and/or fixtures which are now or any officer, director, employee, agent, or other representative of either shall be hereafter during the Term of the foregoing Lease placed in or upon or affixed to the Leased Premises ("Improvements") shall remain in Lessee and Lessee alone shall be entitled to claim depreciation therefor; and Lessor agrees to subordinate all rights, if any, which Lessor may have in any of such Improvements to the rights of Lessee and any Leasehold Mortgagee. Lessee may remove the Improvements at any time before or upon vacating the Leased Premises. (b) PurdueNotwithstanding any existing or future statute, any Affiliate thereof, law or any officer, director, employee, agent, or other representative rule of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything law to the contrary, Parent Lessor hereby waives, releases and relinquishes any and all rights of distraint, levy, attachment or recourse to the Improvements belonging to Lessee or any of the sublessees of Lessee or any other person, firm or corporation, or any rent payable by any sublessee. Provided that, although the foregoing waiver, release and relinquishment shall ownbe self-operative without the necessity for any further instrument or document, Lessor hereby agrees, without limiting the effectiveness of the foregoing waiver, release and Purdue shall assign, and hereby assignsrelinquishment herein contained, to Parent all rightfurnish Lessee (and/or Lessee's sublessees or any vendor or other supplier under a conditional sale, titlechattel mortgage or other security arrangement, and interest in and any consignor, any holder of reserved title or any holder of a security interest), upon written request from time to time, waivers of Lessor's rights of distraint, levy, attachment or recourse on any Product such Improvements and all intellectual property rights related thereto, free and clear of all liens, claims, and encumbrances not set forth in this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections 3.02(a), 3.06 and 13.06(a), and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products in at least exempting the same scope as prior to such assignmentfrom distraint, license levy, attachment or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this Agreementrecourse.

Ownership of Improvements. Each Party will own All Improvements shall be the property of Lessee during, and only during, the Term and no longer. During the Term, no Improvements shall be conveyed, transferred or assigned, except as permitted under Articles 23, 24 and 25, and at all such times the holder of the leasehold interest of Lessee under this Lease shall be the owner of all Improvements. Any attempted conveyance, transfer or assignment of any of the Improvements, whether voluntarily or by operation of law or otherwise, to any person, corporation or other entity shall be void and of no effect whatever, except as permitted under Articles 23, 24 and 25. Notwithstanding the foregoing, Lessee may from time to time replace the Improvements and make Additional Improvements and Alterations, provided that the replacements for such items are of equivalent or better value and quality, and such items are free from any liens and encumbrances except for equipment leases and any other financings expressly permitted hereunder. Upon any termination of this Lease, whether by reason of the expiration of the Term hereof, or pursuant to any provision hereof, or by reason of any other cause whatsoever, all of Lessee’s right, title and interest in the Improvements shall cease and terminate and title to any the Improvements conceived, developed, invented or otherwise generated solely by such Party, its Affiliates, or any officer, director, employee, agent, shall immediately vest in Lessor. Lessee shall surrender the Improvements to Lessor as provided in Article 28. No further deed or other representative instrument shall be necessary to confirm the vesting in Lessor of either title to the Improvements. However, upon any termination of this Lease, Lessee, upon request of Lessor, shall execute, acknowledge and deliver to Lessor a quitclaim deed confirming that all of Lessee’s rights, title and interest in the Improvements has expired and that title thereto has vested in Lessor. Notwithstanding the foregoing, other than Product Improvementsthe ownership and disposition of all personal property, trade fixtures and all intellectual property rights related thereto (such Improvements and intellectual property rights related thereto to be owned solely improvements installed by Purdue or any Affiliate thereof pursuant to the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Improvements”), and the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either subtenants of the foregoing and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to Property shall be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest in and to any Product Improvements and all intellectual property rights related thereto, free and clear of all liens, claims, and encumbrances not set forth in this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections 3.02(a), 3.06 and 13.06(a), and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this Agreementsubleases.

Ownership of Improvements. Each Party will own all rightAs between the Grantor and the Concessionaire, title during the Term, the Existing Improvements and interest the Project (excluding the Project Lands and the fee simple in and to any Improvements conceived, developed, invented or otherwise generated solely by such Party, its Affiliates, or any officer, director, employee, agent, or other representative of either real property) shall be the separate property of the foregoingConcessionaire and not of the Grantor subject to the provisions of this Agreement. All buildings, other than Product Improvementsstructures, improvements, appurtenances and all intellectual property rights related thereto (such Improvements fixtures constructed, erected or situated upon the Project Lands subsequent to the Effective Date and intellectual property rights related thereto prior to be owned solely by Purdue or any Affiliate thereof the Grantor becoming the owner of the Project pursuant to the foregoingreversion set out in Section 31.1(a) shall be owned by the Concessionaire and not by the Grantor. As of the Reversion Date, “Purdue Improvements”in consideration of the Grantor assuming full responsibility for the operation, management, repair, upgrade, maintenance, rehabilitation, construction and reconstruction of the Project as provided in Section 31.1(a), but subject to Section 2.9, all improvements on the Project Lands and all improvements comprising the Project (other than any vehicles, non-fixed equipment or inventories owned by the Concessionaire, which shall remain the property of, and such Improvements and intellectual may be removed by, the Concessionaire) shall become the absolute property rights related thereto to be owned solely by BDSI or of the Grantor without any Affiliate thereof pursuant payment therefor to the foregoingConcessionaire (except as set out in Article 25, “BDSI Improvements”Article 26, Article 27 and Article 30), and the Parties shall jointly own all rightand, title, and interest in and subject to any Improvements conceivedLenders Direct Agreement, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to shall be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest in and to any Product Improvements and all intellectual property rights related thereto, free and clear of all liensEncumbrances other than Permitted Encumbrances (all of which, claimsincluding any Concessionaire Permitted Encumbrances, but excluding any Permitted Encumbrances, the Concessionaire shall satisfy and encumbrances not set forth discharge by the Reversion Date) and without any action whatsoever being necessary on the part of the Grantor. Any other interest in this Agreement. Except as expressly provided the Project that may now or hereafter be created by the Concessionaire and all dealings by the Concessionaire with the Project and any other improvements on the Project Lands that in this Agreement and any way affect title thereto shall be subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections 3.02(a), 3.06 and 13.06(a), and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes right of the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this AgreementGrantor.

Ownership of Improvements. Each Party will own Notwithstanding anything that is or appears to be to the contrary herein, any and all rightImprovements erected on the Leased Premises as permitted by this Lease, title as well as any and interest all alterationsor additions thereto or any other Improvements or fixtures on the Leased Premises, shall be owned by Tenant until the expiration of the Term or sooner termination of this Lease. Upon the expiration or sooner termination of this Lease, all Improvements and all alterations, additions or improvements thereto that are made to or placed on the Leased Premises by Tenant or any other person shall be considered part of the real property of the Leased Premises and shall remain on the Leased Premises and become the property of Landlord; provided that Tenant (or its Subtenants, as the case may be) shall retain ownership of and shall be required to remove furniture, equipment, machinery, trade fixtures and removable personal property except as may be left on the Leased Premises with Landlord’s prior written approval. Except as otherwise expressly provided in and to this Lease, any Improvements conceivednon-disturbance agreement approved by Landlord, developed, invented or otherwise generated solely any easement approved by such Party, its AffiliatesLandlord, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property written instrument executed by Landlord which expressly states that Landlord is waiving its rights related thereto (under this Article 6 to receive such Improvements and intellectual property rights related thereto to be owned solely by Purdue or any Affiliate thereof pursuant to the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Improvements”), and the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest in and to any Product Improvements and all intellectual property rights related thereto, free and clear of all liens, other claims, said Improvements shall become Landlord’s property free and encumbrances not set forth in this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections 3.02(a), 3.06 and 13.06(a), and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail clear of any Improvements generated and all rights to possession and all claims to or Controlled against them by such Party Tenant or any Affiliate thereof to which the other Party has any rights under this Agreementthird person or entity.

Ownership of Improvements. Each Party will own all SIGNS, FIXTURES, OR EQUIPMENT OF TENANT OR ANY SUBLESSEE All removable improvements placed upon or attached to the Premises by Tenant, trade fixtures attached to the Premises by Tenant, equipment installed on or at the Premises by Tenant, and signs affixed to the Premises by Tenant, shall be the property of and belong solely to Tenant no matter how affixed to be used, altered, and disposed of as Tenant so wishes. All real estate fixtures and improvements attached or made to the Premises by Tenant shall, at the end of the Term of this Lease, or upon earlier termination as provided herein, become the property of Landlord. Tenant or any sublessee is hereby given the right at any time during the Term of this Lease or any extension thereof and for a period of thirty (30) days after the termination of this Lease, or any extension thereof, by lapse of time or otherwise to enter upon and remove from the Premises any such improvements, signs, fixtures, or equipment of Tenant or any sublessee, but shall not be obligated to do so, provided such party complies with the obligations of restoration in Section 6. If Tenant or any sublessee fails to remove the improvements, signs, fixtures, or equipment of Tenant or any sublessee within thirty (30) days after termination of the Lease, such improvements, signs, fixtures, or equipment shall be deemed abandoned and the right, title and interest in and to any Improvements conceived, developed, invented or otherwise generated solely by such Party, its Affiliates, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights related thereto to be owned solely by Purdue Tenant or any Affiliate thereof pursuant to the foregoing, “Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Improvements”), and the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Purdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Purdue shall assign, and hereby assigns, to Parent all right, title, and interest in and to any Product Improvements and all intellectual property rights related thereto, free and clear of all liens, claims, and encumbrances not set forth in this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Sections 3.02(a), 3.06 and 13.06(a), and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as reasonably requested by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this Agreementan sublessee therein waived.