Common use of Ownership of Intellectual Property Clause in Contracts

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreement, the Separation Agreement or the other Ancillary Agreements (as defined in the Separation Agreement), each of the Parties hereto and their respective Affiliates shall retain all right, title and interest in and to their respective Intellectual Property, including any and all improvements, modifications, derivative works, additions or enhancements thereof. No license or right, express or implied, is granted under this Agreement by either Party or such Party’s Affiliates in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services in accordance with this Agreement, each Party (“Licensor”), for itself and on behalf of its subsidiaries, hereby grants to the other (“Licensee”) (and the Licensee’s subsidiaries) a non-exclusive, revocable (solely as expressly provided in this Agreement), non-transferable, non-sublicensable (except to third parties as required for the provision or receipt of Services, but not for their own independent use), royalty-free, worldwide license during the Term to use such Intellectual Property of the Licensor in connection with this Agreement, but only to the extent and for the duration necessary for the Licensee to provide or receive the applicable Service under this Agreement. Upon the expiration of such term, or the earlier termination of such Service in accordance with this Agreement, the license to the relevant Intellectual Property will terminate; provided, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s Intellectual Property and shall return or destroy at the Licensor’s request all Intellectual Property provided in connection with this Agreement. The foregoing license is subject to any licenses granted by others with respect to Intellectual Property not owned by the Parties hereto or their respective Affiliates. (b) Subject to the limited license granted in Section 10(a), in the event that any Intellectual Property is created, developed, written or authored by a Party hereto in connection with the performance or receipt of the Services by such Party, all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely in such Party unconditionally and immediately upon such Intellectual Property having been created, developed, written or authored, unless the Parties hereto agree otherwise in writing. (c) In the event that any Intellectual Property is created, developed, written or authored by a Party hereto or any of its Affiliates in connection with the performance or receipt of the Services by such Party in accordance with this Agreement, such Party hereby grants to the Party hereto that did not create, develop, write or author such Intellectual Property, and its Affiliates, a limited, nonexclusive, nontransferable, irrevocable, royalty-free license (without the right to sublicense except as expressly provided herein), to use, subsequent to the Term, any Intellectual Property developed for and used in connection with Services provided under this Agreement. The Party hereto that did not create, develop, write or author such Intellectual Property shall be entitled to grant sublicenses of the license granted pursuant to this Section 10(c) for the benefit of itself and its Affiliates to their vendors, contractors, subcontractors and other similar third-party service providers solely to the extent necessary for such third parties to perform services for such Party and its Affiliates. (d) To the extent title to any Intellectual Property that is the subject of Section 10(b), vests, by operation of Law, in the Party hereto or an Affiliate of the Party hereto that did not create, develop, write or author such Intellectual Property, such Party or Affiliate of the Party hereby assigns to the other Party or its designated Affiliate all right, title and interest in such Intellectual Property and agrees to provide such assistance and execute such documents as such other Party may reasonably request to vest in such Party all right, title and interest in such Intellectual Property.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreement or in any other Transaction Agreement, Seller, Purchaser, any Third-Party Service Provider and the Separation Agreement or the other Ancillary Agreements (as defined in the Separation Agreement), each of the Parties hereto and their respective Affiliates of each such Person shall retain all right, title and interest in and to their respective Intellectual Property, including Property and any and all improvements, modifications, modifications and derivative works, additions or enhancements works thereof. No license or right, express or implied, is granted under this Agreement by either Seller, Purchaser, any Third-Party or Service Provider and the respective Affiliates of each such Party’s Affiliates Person in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services (as the case may be) in accordance with this Agreement, each Party (“Licensor”)of Seller and Purchaser, for itself and on behalf of its subsidiariesthe respective Affiliates thereof, hereby grants to the other (“Licensee”) (and the Licensee’s subsidiariesrespective Affiliates thereof) a non-exclusive, revocable (solely as expressly provided in this Agreement), non-transferable, non-sublicensable (except to third parties as required for the provision or receipt of Services, but not for their own independent use), royalty-free, worldwide license during the Term term of this Agreement to use such Intellectual Property of that is provided by the Licensor granting Party to the other Party (“Services Licensee”) in connection with this Agreement, but only to the extent and for the duration necessary for the Services Licensee to provide or receive the applicable Service under as permitted by this Agreement. Upon the expiration of Agreement (it being understood that such term, or the earlier termination of such Service in accordance with this Agreement, the a license to the relevant Intellectual Property will terminate; provided, that all licenses granted hereunder shall terminate or shall be deemed terminated immediately upon the expiration of the term hereof or earlier termination of this Agreement in accordance with the terms hereof. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s Intellectual Property and shall return or destroy at the Licensor’s request all Intellectual Property as provided in connection with this Agreement. The foregoing license Article VI and is subject to any licenses granted by others other Persons with respect to Intellectual Property not owned by Seller, Purchaser or the Parties hereto or their respective AffiliatesAffiliates of such Person). (b) Subject to the limited license granted in Section 10(a2.11(a), in the event that any Intellectual Property is created, developed, written created by Seller or authored by a Third-Party hereto Service Provider in connection with the performance or receipt provision of the Services by such Partyany Services, all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely in such Party Person unconditionally and immediately upon such Intellectual Property having been created, developed, written or authoredproduced, unless the Parties hereto applicable parties otherwise agree otherwise in writing; provided, however, that any Intellectual Property specifically developed or commissioned for the benefit of Purchaser or the Company by Seller or a Third-Party Service Provider shall be owned by and become the sole property of Purchaser or the Company, as applicable. (c) In the event that Except as otherwise expressly provided in this Agreement or in any Intellectual Property is createdother Transaction Agreement, developed, written or authored by a (i) no Party hereto (or any of its Affiliates in connection Affiliates) shall have by virtue of this Agreement any licenses with the performance or receipt of the Services by such Party in accordance with this Agreement, such Party hereby grants to the Party hereto that did not create, develop, write or author such Intellectual Property, and its Affiliates, a limited, nonexclusive, nontransferable, irrevocable, royalty-free license (without the right to sublicense except as expressly provided herein), to use, subsequent to the Term, any Intellectual Property developed for and used in connection with Services provided under this Agreement. The Party hereto that did not create, develop, write or author such Intellectual Property shall be entitled to grant sublicenses of the license granted pursuant to this Section 10(c) for the benefit of itself and its Affiliates to their vendors, contractors, subcontractors and other similar third-party service providers solely to the extent necessary for such third parties to perform services for such Party and its Affiliates. (d) To the extent title respect to any Intellectual Property that is the subject of Section 10(b(including software), vests, by operation hardware or facility of Law, in the Party hereto or an Affiliate of the Party hereto that did not create, develop, write or author such Intellectual Property, such Party or Affiliate of the Party hereby assigns to the other Party or its designated Affiliate all right, title and interest in such (ii) Purchaser shall not have by virtue of this Agreement any licenses with respect to any Intellectual Property (including software) of any Third-Party Service Provider not granted to Purchaser pursuant to Section 2.11(b). All rights and agrees licenses not expressly granted in this Agreement or in any other Transaction Agreement are expressly reserved by the relevant Party. Each Party shall from time to provide such assistance time execute any documents and execute such documents as such take any other actions reasonably requested by the other Party may reasonably request to vest in such Party all right, title and interest in such Intellectual Propertyeffectuate the intent of this Section 2.11.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreement, the Separation Agreement or the other Ancillary Agreements (as defined in the Separation Agreement)herein, each of MSS and the Parties hereto Company and their respective Affiliates shall retain all right, title and interest in and to their respective Intellectual PropertyProperty (including Work Product, including as provided for herein) and any and all improvements, modifications, modifications and derivative works, additions or enhancements works thereof. No license or right, express or implied, is granted under this Agreement hereunder by either Party MSS, the Company or such Party’s their respective Affiliates in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services or access to the Facilities in accordance with this Agreement, each Party (“Licensor”)of MSS and the Company, for itself and on behalf of its subsidiariestheir respective Affiliates, hereby grants to the other (“Licensee”) (and the Licensee’s subsidiariestheir respective Affiliates) a non-exclusive, revocable (solely as expressly provided in this Agreement), non-transferable, non-sublicensable (except to third parties as required for the provision or receipt of Services, but not for their own independent use)fully paid up, royalty-free, worldwide world-wide, revocable (only as expressly set forth herein), non-transferable (except as provided in Section 7.06) license during the Term term of this Agreement to use such Intellectual Property of that is provided by the Licensor granting Party to the other Party (“Licensee”) in connection with this Agreement, but only to the extent and for the duration necessary for the Licensee to provide or receive the applicable Service under or access to the applicable Facility as permitted by this Agreement. Upon the expiration of such termtime, or the earlier termination of such Service or access to such Facility in accordance with this AgreementSection 6.01(d), the license to the relevant Intellectual Property will shall terminate; provided, however, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s Intellectual Property and shall return or destroy at the Licensor’s request all Intellectual Property provided in connection with this Agreement. The foregoing license is subject to any licenses granted by others with respect to Intellectual Property not owned by MSS, the Parties hereto Company or their respective Affiliates. For the avoidance of doubt, as of the Disaffiliation Date, the Company Group shall have no rights to use the Peanuts Characters. (b) Subject All right, title and interest (including Intellectual Property rights) in the results and proceeds of the Services performed hereunder and access to the limited license granted Facilities, including all materials, products, reports, computer programs (source or object code), documentation, deliverables and inventions developed or prepared by the Provider in performance of such services (the “Work Product”) that is created exclusively on behalf of the Company or the Company Group (subject to Section 10(a2.19(a)), including without limitation the results and proceeds from the Company Received Services and the access to Company Received Facilities (the “Company Work Product”) shall be owned exclusively by the Company (as between the Company and the other Company Group Members, on the one hand, and MSS and the other Parent Group Members on the other), in whatever stage of completion such Company Work Product may exist from time to time. All such Company Work Product shall be considered “works made for hire” (within the meaning of the United States Copyright Law) of the Company. In the event such Company Work Product is for any reason or in any jurisdiction determined not to be “works made for hire” or that title to any such Company Work Product may not vest in the Company or the other Company Group Members by operation of applicable Law or otherwise, then MSS hereby assigns and shall cause its Affiliates or applicable Providers to irrevocably assign all worldwide right, title and interest (including Copyrights) in such Company Work Product to the Company, and the Company shall reimburse MSS for its and the other Parent Group Members’ expenses related to such actions, including the Hourly Rate for time spent if more than a de minimis amount of time is spent on such actions. All such Company Work Product, where practicable, shall bear the Company’s Copyright and trademark notices, as specified by the Company, and the Company shall reimburse MSS for its and the other Parent Group Members’ expenses related to such actions, including Hourly Rate for time spent if more than a de minimis amount of time is spent on such actions. No rights to Company Work Product hereunder shall remain with the Parent Group following the end of the term. (c) All right, title and interest (including Intellectual Property rights) in Work Product that is created for the exclusive use of MSS and the Parent Group (subject to Section 2.19(a)), including without limitation the results and proceeds from the MSS Received Services and the access to the MSS Received Facilities (the “MSS Work Product”) shall belong exclusively to MSS (as between MSS and the Parent Group, on the one hand, and the Company and the other Company Group Members on the other), in whatever stage of completion such MSS Work Product may exist from time to time. All such MSS Work Product shall be considered “works made for hire” (within the meaning of the United States Copyright Law) of MSS. In the event such MSS Work Product is for any reason or in any jurisdiction determined not to be “works made for hire” or that title to any such MSS Work Product may not vest in MSS or the other Parent Group Members by operation of applicable Law or otherwise, then the Company hereby assigns and shall cause its applicable Providers to irrevocably assign all worldwide right, title and interest (including Copyrights) in such MSS Work Product to MSS, and MSS shall reimburse the Company for its and the other Company Group Members’ expenses related to such actions, including Hourly Rate for time spent if more than a de minimis amount of time is spent on such actions. All such MSS Work Product, where practicable, shall bear MSS’s Copyright and trademark notices, as specified by MSS, and MSS shall reimburse the Company for its and the other Company Group Members’ expenses related to such actions, including Hourly Rate for time spent if more than a de minimis amount of time is spent on such actions. No rights to the MSS Work Product shall remain hereunder with the Company Group following the end of the term. (d) All right, title and interest (including Intellectual Property rights) in Work Product that is created hereunder and that is neither Company Work Product nor the MSS Work Product shall belong to the Provider that created such Work Product (the “Provider Work Product”) (as between such Provider and its Affiliates, on the one hand, and the Recipient and its Affiliates on the other), in whatever stage of completion such Provider Work Product may exist from time to time, unless otherwise agreed to by the Parties in writing. In the event that in any Intellectual Property is created, developed, written or authored by a Party hereto in connection with the performance or receipt jurisdiction ownership of the Services Provider Work Product does not vest in the Provider or its Affiliates by such operation of applicable Law or otherwise, then each Party, as the Recipient hereby assigns and shall cause its Affiliates to assign all right, title and interest throughout the world in and to all such (including Intellectual Property shall vest solely rights) in such Provider Work Product to the applicable Provider, and such Provider shall reimburse the applicable Party unconditionally or Parties for any and immediately upon all expenses related to such Intellectual Property having been createdactions, developedincluding Hourly Rate for time spent if more than a de minimis amount of time is spent on such actions. Each Recipient shall have a non-exclusive, written fully paid-up, royalty-free, transferable, worldwide, perpetual and irrevocable license for the Recipient to copy, prepare derivative works of, distribute, display, perform and otherwise use such Work Product (including, in the case of Work Product that is software, any source code or authored, unless the Parties hereto agree otherwise executable or object code) in writingsuch Recipient’s business and that of such Recipient’s Affiliates. (ce) If a Provider hereunder that is not an Affiliate of either MSS or the Company entered into agreements with the Parent Group or the Company Group prior to the Effective Date, which agreements allocate title in work product to such Provider or another third-party, then MSS or the Company, as applicable, shall use commercially reasonable efforts to obtain for the applicable Recipient at such Recipient’s expense, (i) in the case of Work Product to be owned by such Recipient pursuant to Sections 2.19(b) or 2.19(c), a non-exclusive, fully paid-up, royalty-free, transferable, worldwide, perpetual and irrevocable license for such Recipient to copy, prepare derivative works of, distribute, display, perform and otherwise use such work product in such Recipient’s business and that of such Recipient’s Affiliates and (ii) in the case of Work Product to be owned by the Provider pursuant to Sections 2.19(b) or 2.19(c), a non-exclusive, fully paid-up, royalty-free, non-transferable, worldwide license to use the work product in accordance with Section 2.19(a). In the event that any Intellectual Property is createdsuch licenses cannot be obtained, developedMSS or the Company, written or authored by a Party hereto or any of as applicable, shall use commercially reasonable efforts to obtain an alternative at the relevant Recipient’s expense. (f) Each Party, as Provider, and its Affiliates shall, and shall take commercially reasonable steps to cause non-Affiliate Providers acting on such Party’s behalf to, (i) promptly provide each Recipient with written notice to the applicable service manager and the Contract Manager of any restrictions, terms and conditions on the Recipient’s rights in connection with the performance or receipt Work Product otherwise owned by such Recipient (arising solely from third-party rights, and not rights of the Services by Provider or its Affiliates) and (ii) use commercially reasonable efforts, in consultation with such Party in accordance with Recipient, to remove or minimize such restrictions, terms and conditions. (g) During the term of this Agreement, the Provider shall make reasonable efforts to provide the Recipient, upon such Party hereby grants Recipient’s request, with access to the Party hereto that did not create, develop, write or author such Intellectual Property, and its Affiliates, a limited, nonexclusive, nontransferable, irrevocable, royalty-free license (without the right to sublicense except as expressly provided herein), to use, subsequent to the Term, any Intellectual Property developed for and used in connection with Services provided under this Agreement. The Party hereto that did not create, develop, write or author such Intellectual Property shall be entitled to grant sublicenses delivery of the license granted pursuant to this Section 10(c) for the benefit of itself and its Affiliates to their vendors, contractors, subcontractors and other similar third-party service providers solely to the extent necessary for Work Product owned by such third parties to perform services for such Party and its AffiliatesRecipient. (dh) To Except as otherwise expressly provided herein or in any other Transaction Document, as of the extent title Disaffiliation Date, no Party (or its Affiliates) shall have any rights or licenses with respect to any Intellectual Property that is the subject of Section 10(b(including software), vests, by operation of Law, in the Party hereto hardware or an Affiliate facility of the other Party. All rights and licenses not expressly granted in this Agreement or in any other Transaction Document are expressly reserved by the relevant Party. Each Party hereto that did not createshall from time to time, developand shall cause its Affiliates to, write or author such Intellectual Property, such Party or Affiliate of the Party hereby assigns to execute any documents and take any other actions reasonably requested by the other Party or its designated Affiliate all right, title and interest in such Intellectual Property and agrees to provide such assistance and execute such documents as such other Party may reasonably request to vest in such Party all right, title and interest in such Intellectual Propertyeffectuate the intent of this Section 2.19.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this the Purchase Agreement, the Separation this Agreement or the in any other Ancillary Agreements (as defined in Document, Parent, Buyer, any Third Party Service Provider and the Separation Agreement), each of the Parties hereto and their respective Affiliates of each such entity shall retain all right, title and interest in and to their respective Intellectual Property, including Property and any and all improvements, modifications, modifications and derivative works, additions or enhancements works thereof. No license or right, express or implied, is granted under this Agreement by either Parent, Buyer, any Third Party Service Provider or the respective Affiliates of each such Party’s Affiliates entity in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Transition Services in accordance with this Agreement, each Party (“Licensor”)of Parent and Buyer, for itself and on behalf of its subsidiariesrespective Affiliates, hereby grants to the other (“Licensee”) Party (and the Licensee’s subsidiariesrespective Affiliates thereof) a non-exclusive, revocable (solely as expressly provided in this Agreement), non-transferable, non-sublicensable (except to third parties as required for the provision or receipt of Services, but not for their own independent use), royalty-free, worldwide license during the Term term of this Agreement to use such Intellectual Property of rights that are provided by the Licensor granting Party to the other Party (“Services Licensee”) in connection with this Agreement, but only to the extent and for the duration necessary for the Services Licensee to provide or receive the applicable Transition Service under as permitted by this Agreement. Upon the expiration of such term, or the earlier termination of such Service in accordance with this Agreement, the The foregoing license to the relevant Intellectual Property will terminate; provided, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s Intellectual Property applicable Transition Service and shall return or destroy at the Licensor’s request all Intellectual Property provided in connection with this Agreement. The foregoing license is subject to any licenses granted by others with respect to Intellectual Property rights not owned by Parent, Buyer or the Parties hereto or their respective AffiliatesAffiliates of such entity. (b) Subject to the limited license granted in Section 10(a2.15(a), in the event that any Intellectual Property is created, developed, written or authored rights are created solely by a Party hereto Service Provider in connection with the performance or receipt of the Services by such PartyTransition Services, all right, title and interest throughout the world in and to all such Intellectual Property rights shall vest solely in such Party Service Provider unconditionally and immediately upon such Intellectual Property rights having been created, developed, written or authoredproduced, unless the Parties hereto agree otherwise in writing. (c) In Except as otherwise expressly provided in the event that Purchase Agreement, this Agreement or in any Intellectual Property is createdother Ancillary Document, developed, written or authored by a no Party hereto or (nor any of its Affiliates in connection Affiliates) shall have any rights or licenses with the performance or receipt of the Services by such Party in accordance with this Agreement, such Party hereby grants to the Party hereto that did not create, develop, write or author such Intellectual Property, and its Affiliates, a limited, nonexclusive, nontransferable, irrevocable, royalty-free license (without the right to sublicense except as expressly provided herein), to use, subsequent to the Term, any Intellectual Property developed for and used in connection with Services provided under this Agreement. The Party hereto that did not create, develop, write or author such Intellectual Property shall be entitled to grant sublicenses of the license granted pursuant to this Section 10(c) for the benefit of itself and its Affiliates to their vendors, contractors, subcontractors and other similar third-party service providers solely to the extent necessary for such third parties to perform services for such Party and its Affiliates. (d) To the extent title respect to any Intellectual Property that is the subject of Section 10(b(including software), vests, by operation hardware or facility of Law, in the Party hereto or an Affiliate of the Party hereto that did not create, develop, write or author such Intellectual Property, such Party or Affiliate of the Party hereby assigns to the other Party or its designated Affiliate all rightany Third Party Service Provider. All rights and licenses not expressly granted in the Purchase Agreement, title this Agreement or in any other Ancillary Document are expressly reserved by the relevant Party. Each Party shall from time to time execute any documents and interest in such Intellectual Property and agrees to provide such assistance and execute such documents as such take any other actions reasonably requested by the other Party may reasonably request to vest in such Party all right, title and interest in such Intellectual Propertyeffectuate the intent of this Section 2.15.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreement, the Separation Agreement or the in any other Ancillary Agreements (as defined in the Separation Transaction Agreement), each of AIG and the Parties hereto Company and their respective Affiliates shall retain all right, title and interest in and to their respective Intellectual Property, including Property and any and all improvements, modifications, modifications and derivative works, additions or enhancements works thereof. No license or right, express or implied, is granted under this Agreement by either Party or such Party’s Affiliates in or to their respective Intellectual Property, except that, solely Solely to the extent required for the provision or receipt of the Services or access to the Facilities in accordance with this Agreement, each Party (“Licensor”)of AIG and the Company, for itself and on behalf of its subsidiariestheir respective Affiliates, hereby grants to the other (“Licensee”) (and the Licensee’s subsidiariestheir respective Affiliates) a non-exclusive, revocable (solely as expressly provided in this Agreement)revocable, non-transferable, non-sublicensable transferable (except to third parties as required for the provision or receipt of Services, but not for their own independent use), royalty-free, worldwide provided in Section 8.05) license during the Term term of this Agreement to access and use such Intellectual Property of that is provided by the Licensor granting Party (“Licensor”) to the other Party (“Licensee”) in connection with this Agreement, but only to the extent and for the duration necessary for the Licensee to provide or receive the applicable Service under or access to the applicable Facility as permitted by this Agreement. Upon the expiration of such termtime, or the earlier termination of such Service or access to such Facility in accordance with this AgreementSection 6.01(d), the license granted hereunder by the Licensor to the Licensee to the relevant Intellectual Property will terminate; provided, however, that all licenses granted hereunder under this Agreement shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s Intellectual Property and shall return or destroy at the Licensor’s request all Intellectual Property provided in connection with this Agreement. The foregoing license is subject to the terms of any licenses granted by others with respect to Intellectual Property not owned by AIG, the Parties hereto Company or their respective AffiliatesAffiliates that is required for or used in the provision or receipt of the Services or access to the Facilities in accordance with this Agreement. No license or right, express or implied, is granted under this Agreement by any Licensor to any Licensee or their respective Affiliates in or to their respective Intellectual Property except as expressly provided above in this Section 2.12(a), and all other rights are expressly reserved by each Licensor. (b) Subject to the limited license granted in Section 10(a2.12(a), in the event that any Intellectual Property is created, developed, written or authored created by a Party hereto Provider in connection with the performance or receipt of the Services by such Partyor provision of access to the Facilities, all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely in such Party Provider unconditionally and immediately upon such Intellectual Property having been created, developed, written or authoredproduced, unless the Parties hereto agree otherwise in writing. (c) In the event that Except as otherwise expressly provided in this Agreement or in any Intellectual Property is created, developed, written or authored by a Party hereto or any of its Affiliates in connection with the performance or receipt of the Services by such Party in accordance with this other Transaction Agreement, such no Party hereby grants to the Party hereto that did not create, develop, write (or author such Intellectual Property, and its Affiliates, a limited, nonexclusive, nontransferable, irrevocable, royalty-free license (without the right to sublicense except as expressly provided herein), to use, subsequent to the Term, ) shall have any Intellectual Property developed for and used in connection rights or licenses with Services provided under this Agreement. The Party hereto that did not create, develop, write or author such Intellectual Property shall be entitled to grant sublicenses of the license granted pursuant to this Section 10(c) for the benefit of itself and its Affiliates to their vendors, contractors, subcontractors and other similar third-party service providers solely to the extent necessary for such third parties to perform services for such Party and its Affiliates. (d) To the extent title respect to any Intellectual Property that is the subject of Section 10(b(including software), vests, by operation of Law, in the Party hereto hardware or an Affiliate facility of the other Party. All rights and licenses not expressly granted in this Agreement or in such other Transaction Agreement are expressly reserved by the relevant Party. Each Party hereto that did not create, develop, write or author such Intellectual Property, such Party or Affiliate of the Party hereby assigns shall from time to time execute any documents and take any other actions reasonably requested by the other Party or its designated Affiliate all right, title and interest in such Intellectual Property and agrees to provide such assistance and execute such documents as such other Party may reasonably request to vest in such Party all right, title and interest in such Intellectual Propertyeffectuate the intent of this Section 2.12.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided 2.2.1 Inventorship for Program Inventions shall be determined in this Agreement, the Separation Agreement or the other Ancillary Agreements (as defined in the Separation Agreement), each of the Parties hereto accordance with U.S. patent laws. 2.2.2 TACTIC reserves and their respective Affiliates shall retain all right, title and interest in and to their respective Intellectual Property, including any the TACTIC Antibody and all improvements, modifications, derivative works, additions or enhancements thereof. No license or right, express or implied, is Intellectual Property Rights therein. 2.2.3 Subject to the rights and licenses granted under this Agreement by either Party or such Party’s Affiliates in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services in accordance with this Agreement, each Party ownership of all Program Inventions, irrespective of inventorship, shall be as follows: (“Licensor”)a) TACTIC shall own TACTIC Program Inventions and Patent Rights; (b) XOMA shall own all XOMA Program Inventions and Patent Rights; and (c) TACTIC and XOMA shall jointly own, for itself in equal undivided shares, any Joint Program Inventions. [***] = Confidential Information has been omitted and on behalf of its subsidiaries, hereby grants to the other (“Licensee”) (and the Licensee’s subsidiaries) a non-exclusive, revocable (solely as expressly provided in this Agreement), non-transferable, non-sublicensable (except to third parties as required for the provision or receipt of Services, but not for their own independent use), royalty-free, worldwide license during the Term to use such Intellectual Property of the Licensor in connection with this Agreement, but only to the extent and for the duration necessary for the Licensee to provide or receive the applicable Service under this Agreement. Upon the expiration of such term, or the earlier termination of such Service in accordance with this Agreement, the license to the relevant Intellectual Property will terminate; provided, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance filed separately with the terms hereofSecurities and Exchange Commission. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s Intellectual Property and shall return or destroy at the Licensor’s request all Intellectual Property provided in connection with this Agreement. The foregoing license is subject to any licenses granted by others Confidential treatment has been approved with respect to Intellectual Property not owned by the Parties hereto or their respective Affiliatesomitted information, pursuant to an Order dated January 8, 2018. (b) Subject to the limited license granted in Section 10(a), in the event that any Intellectual Property is created, developed, written or authored by a Party hereto in connection with the performance or receipt of the Services by such Party, all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely in such Party unconditionally and immediately upon such Intellectual Property having been created, developed, written or authored, unless the Parties hereto agree otherwise in writing. (c) In the event that any Intellectual Property is created, developed, written or authored by a Party hereto or any of its Affiliates in connection with the performance or receipt of the Services by such Party in accordance with this Agreement, such Party 2.2.4 XOMA hereby grants to the Party hereto that did not create, develop, write or author such Intellectual Propertyassigns, and its Affiliates, a limited, nonexclusive, nontransferable, irrevocable, royalty-free license (without the right agrees to sublicense except as expressly provided herein)assign, to use, subsequent to the Term, any Intellectual Property developed for and used in connection with Services provided under this Agreement. The Party hereto that did not create, develop, write or author such Intellectual Property shall be entitled to grant sublicenses TACTIC all of the license granted pursuant to this Section 10(c) for the benefit of itself and its Affiliates to their vendors, contractors, subcontractors and other similar third-party service providers solely to the extent necessary for such third parties to perform services for such Party and its Affiliates. (d) To the extent title to any Intellectual Property that is the subject of Section 10(b), vests, by operation of Law, in the Party hereto or an Affiliate of the Party hereto that did not create, develop, write or author such Intellectual Property, such Party or Affiliate of the Party hereby assigns to the other Party or its designated Affiliate all XOMA’s right, title and interest in and to any and all TACTIC Program Inventions and Patent Rights, including, without limitation, the right to s▇▇ for past, present and future infringement. XOMA agrees, without further consideration, to execute all documents, certificates and other instruments, and to do all acts reasonably necessary to vest and confirm in TACTIC, its successors and assigns, the legal title to all such Intellectual Property Program Inventions and Patent Rights; provided that, if such requests require more than de minimis out-of-pocket expenditures by XOMA, TACTIC will reimburse XOMA for such expenditures, to the extent previously approved by TACTIC in writing (which approval shall not be unreasonably withheld or delayed). 2.2.5 TACTIC hereby assigns, and agrees to provide such assistance and execute such documents as such other Party may reasonably request assign, to vest in such Party XOMA all of TACTIC’s right, title and interest in and to any and all XOMA Program Inventions and Patent Rights, including, without limitation, the right to s▇▇ for past, present and future infringement. TACTIC agrees, without further consideration, to execute all documents, certificates and other instruments, and to do all acts reasonably necessary to vest and confirm in XOMA, its successors and assigns, the legal title to all such Intellectual PropertyProgram Inventions and Patent Rights; provided that, if such requests require more than de minimis out-of-pocket expenditures by TACTIC, XOMA will reimburse TACTIC for such expenditures, to the extent previously approved by XOMA in writing (which approval shall not be unreasonably withheld or delayed).

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreement, the Separation Agreement or the other Ancillary Agreements (as defined in the Separation Purchase Agreement), each of the Parties hereto Parent and the Acquiror and their respective Affiliates shall retain all right, title and interest in and to their respective Intellectual PropertyProperty (including Work Product, including as provided for herein) and any and all improvements, modifications, modifications and derivative works, additions or enhancements works thereof. No license or right, express or implied, is granted under this Agreement by either Party the Parent, the Acquiror or such Party’s their respective Affiliates in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services or access to the Facilities in accordance with this Agreement, each Party (“Licensor”)of the Parent and the Acquiror, for itself and on behalf of its subsidiariestheir respective Affiliates, hereby grants to the other (“Licensee”) (and the Licensee’s subsidiariestheir respective Affiliates) a non-exclusive, revocable (solely as expressly provided in this Agreement), non-transferable, non-sublicensable (except to third parties as required for the provision or receipt of Services, but not for their own independent use)fully paid up, royalty-free, worldwide world-wide, revocable (only as expressly set forth herein), non-transferable (except as provided in Section 7.06) license during the Term term of this Agreement to use such Intellectual Property of that is provided by the Licensor granting Party to the other Party (“Licensee”) in connection with this Agreement, but only to the extent and for the duration necessary for the Licensee to provide or receive the applicable Service under or access to the applicable Facility as permitted by this Agreement. Upon the expiration of such termtime, or the earlier termination of such Service or access to such Facility in accordance with this AgreementSection 6.01(d), the license to the relevant Intellectual Property will terminate; provided, however, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s Intellectual Property and shall return or destroy at the Licensor’s request all Intellectual Property provided in connection with this Agreement. The foregoing license is subject to any licenses granted by others with respect to Intellectual Property not owned by the Parties hereto Parent, the Acquiror or their respective Affiliates. (b) Subject All right, title and interest (including Intellectual Property rights) in the results and proceeds of the Services performed hereunder and the access to Facilities, including all materials, products, reports, computer programs (source or object code), documentation, deliverables and inventions developed or prepared by Provider in performance of such services (the limited license granted in “Work Product”) that is created exclusively on behalf of the Acquiror and its Affiliates or the Business (subject to Section 10(a2.20(a)), including without limitation the results and proceeds from the Company Services and the access to Company Facilities (the “Acquiror Work Product”) shall be owned exclusively by the Acquiror (as between the Acquiror and its Affiliates, on the one hand, and the Parent and its Affiliates on the other), in whatever stage of completion such Acquiror Work Product may exist from time to time. All such Acquiror Work Product shall be considered “works made for hire” (within the meaning of the United States Copyright Law) of the Acquiror. In the event such Acquiror Work Product is for any reason or in any jurisdiction determined not to be “works made for hire” or that title to any Intellectual Property is createdsuch Acquiror Work Product may not vest in the Acquiror or its Affiliates by operation of applicable Law or otherwise, developed, written then the Parent hereby assigns and shall cause its Affiliates or authored by a Party hereto in connection with the performance or receipt of the Services by such Party, applicable Providers to assign all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely (including Copyrights) in such Party unconditionally Acquiror Work Product to the Acquiror, and immediately upon Acquiror shall reimburse the Parent for its and its Affiliates’ or the applicable Agreed Price related to such Intellectual Property having been createdactions. All such Acquiror Work Product, developedwhere practicable, written shall bear Acquiror’s Copyright and trade secret notices, as specified by the Acquiror, and Acquiror shall reimburse the Parent for its and its Affiliates’ or authored, unless the Parties hereto agree otherwise in writingapplicable Agreed Price related to such actions. No rights to Acquiror Work Product shall remain with the Parent or its Affiliates following the end of the term. (c) In the event that any All right, title and interest (including Intellectual Property rights) in Work Product that is created, developed, written or authored by a Party hereto or any created for the exclusive use of the Parent and its Affiliates in connection with and their businesses (subject to Section 2.20(a)), including without limitation the performance or receipt of results and proceeds from the Parent Services by such Party in accordance with this Agreement, such Party hereby grants and the access to the Party hereto that did not create, develop, write or author such Intellectual Property, Parent Facilities (the “Parent Work Product”) shall belong exclusively to the Parent (as between the Parent and its Affiliates, a limitedon the one hand, nonexclusive, nontransferable, irrevocable, royalty-free license (without and the right to sublicense except as expressly provided herein), to use, subsequent to the Term, any Intellectual Property developed for and used in connection with Services provided under this Agreement. The Party hereto that did not create, develop, write or author such Intellectual Property shall be entitled to grant sublicenses of the license granted pursuant to this Section 10(c) for the benefit of itself Acquiror and its Affiliates on the other), in whatever stage of completion such Parent Work Product may exist from time to their vendors, contractors, subcontractors and other similar third-party service providers solely time. All such Parent Work Product shall be considered “works made for hire” (within the meaning of the United States Copyright Law) of the Parent. In the event such Parent Work Product is for any reason or in any jurisdiction determined not to the extent necessary be “works made for such third parties to perform services for such Party and its Affiliates. (d) To the extent hire” or that title to any Intellectual Property that is such Parent Work Product may not vest in the subject of Section 10(b), vests, Parent or its Affiliates’ by operation of Lawapplicable Law or otherwise, in then the Party hereto or an Affiliate of the Party hereto that did not create, develop, write or author such Intellectual Property, such Party or Affiliate of the Party Acquiror hereby assigns and shall cause its applicable Providers to the other Party or its designated Affiliate assign all right, title and interest (including Copyrights) in such Parent Work Product to the Parent, and the Parent shall reimburse Acquiror for its and its Affiliates’ or the applicable Agreed Price related to such actions. All such Parent Work Product, where practicable, shall bear the Parent’s Copyright and trade secret notices, as specified by the Parent, and the Parent shall reimburse Acquiror for its and its Affiliates or the applicable Agreed Price related to such actions. No rights to the Parent Work Product shall remain with Acquiror or its Affiliates following the end of the term. (d) All right, title and interest (including Intellectual Property rights) in Work Product that is created hereunder and agrees that is neither Acquiror Work Product nor the Parent Work Product shall belong to provide the Provider that created such assistance Work Product (the “Provider Work Product”) (as between Provider and execute its Affiliates, on the one hand, and Recipient and its Affiliates on the other), in whatever stage of completion such documents as such other Party Provider Work Product may reasonably request exist from time to time, unless otherwise agreed to by the Parties in writing. In the event that in any jurisdiction ownership of the Provider Work Product does not vest in such Party Provider or its Affiliates by operation of applicable Law or otherwise, then each Party, as Recipient hereby assigns and shall cause its Affiliates to assign all right, title and interest (including Intellectual Property rights) in such Provider Work Product to the applicable Provider, and such Provider shall reimburse the applicable Party or Parties for the Agreed Price related to such actions. Each Recipient shall have a non-exclusive, fully paid-up, royalty-free, transferable, worldwide, perpetual and irrevocable license for Recipient to copy, prepare derivative works of, distribute, display, perform and otherwise use such Work Product (including, in the case of Work Product that is software, any source code or executable or object code) in such Recipient’s business and that of such Recipient’s Affiliates. (e) If a Provider hereunder that is not an Affiliate of either the Parent or the Acquiror entered into agreements with the Parent, the Acquiror or their respective Affiliates prior to the Closing, which agreements allocate title in work product to such Provider or another third party, then the Parent or the Acquiror, as applicable, shall use commercially reasonable efforts to obtain for the applicable Recipient at the Recipient’s expense, (i) in the case of Work Product to be owned by such Recipient, a non-exclusive, fully paid-up, royalty-free, transferable, worldwide, perpetual and irrevocable license for Recipient to copy, prepare derivative works of, distribute, display, perform and otherwise use such work product in such Recipient’s business and that of such Recipient’s Affiliates and (ii) in the case of Work Product to be owned by Provider, a non-exclusive, fully paid-up, royalty-free, non-transferable, worldwide license to use the work product in accordance with Section 2.20(a). In the event that such licenses cannot be obtained, the Parent or the Acquiror, as applicable, shall use commercially reasonable efforts to obtain an alternative at the Recipient’s expense. (f) Each Party, as Provider, and its Affiliates will, and will take commercially reasonable steps to cause non-Affiliate Providers acting on such Party’s behalf to, (i) promptly provide each Recipient with written notice to the applicable service manager and the Contract Manager of any restrictions, terms and conditions on Recipient’s rights in Work Product otherwise owned by such Recipient (arising solely from third-party rights, and not rights of Provider or its Affiliates) and (ii) use commercially reasonable efforts, in consultation with Recipient, to remove or minimize such restrictions, terms and conditions. (g) During the term of this Agreement, Provider will make reasonable efforts to provide Recipient, upon Recipient’s request, with access to and delivery of the Work Product owned by such Recipient. (h) Except as otherwise expressly provided in this Agreement or in any other Transaction Agreement, no Party (or its Affiliates) shall have any rights or licenses with respect to any Intellectual PropertyProperty (including software), hardware or facility of the other Party. All rights and licenses not expressly granted in this Agreement or in any other Transaction Agreement are expressly reserved by the relevant Party. Each Party shall from time to time, and shall cause its Affiliates to, execute any documents and take any other actions reasonably requested by the other Party to effectuate the intent of this Section 2.20.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreementherein, or as otherwise required by state or federal law, OHA will not own the Separation Agreement or the other Ancillary Agreements (as defined in the Separation Agreement), each of the Parties hereto and their respective Affiliates shall retain all right, title and interest in and any intellectual property created or delivered by LPHA or a Subcontractor in connection with the Program Element services with respect to their respective Intellectual Property, including any and all improvements, modifications, derivative works, additions or enhancements thereof. No license or right, express or implied, is granted under this Agreement by either Party or such Party’s Affiliates in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt that portion of the Services in accordance with this Agreementintellectual property that LPHA owns, each Party (“Licensor”), for itself and on behalf of its subsidiaries, hereby LPHA grants to the other (“Licensee”) (and the Licensee’s subsidiaries) OHA a perpetual, worldwide, non-exclusive, revocable (solely as expressly provided royalty-free and irrevocable license, subject to any provisions in this AgreementAgreement that restrict or prohibit dissemination or disclosure of information, to (1) use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the intellectual property, (2) authorize third parties to exercise the rights set forth in Section 5.a.(1) on OHA’s behalf, and (3) sublicense to third parties the rights set forth in Section 5.a.(1). If state or federal law requires that OHA or LPHA grant to the United States a license to any intellectual property, or if state or federal law requires that OHA or the United States own the intellectual property, then LPHA shall execute such further documents and instruments as OHA may reasonably request in order to make any such grant or to assign ownership in the intellectual property to the United States or OHA. To the extent that OHA becomes the owner of any intellectual property created or delivered by LPHA in connection with the Program Element services, OHA will grant a perpetual, worldwide, non-transferable, non-sublicensable (except to third parties as required for the provision or receipt of Services, but not for their own independent use)exclusive, royalty-freefree and irrevocable license, worldwide subject to any provisions in this Agreement that restrict or prohibit dissemination or disclosure of information, to LPHA to use, copy, distribute, display, build upon and improve the intellectual property. LPHA shall include in its Subcontracts terms and conditions necessary to require that Subcontractors execute such further documents and instruments as OHA may reasonably request in order to make any grant of license during or assignment of ownership that may be required by federal or state law. LPHA Default. LPHA shall be in default under this Agreement upon the Term to use such Intellectual Property occurrence of any of the Licensor following events: LPHA fails to perform, observe or discharge any of its covenants, agreements or obligations set forth herein. Any representation, warranty or statement made by LPHA herein or in any documents or reports made by LPHA in connection with this Agreementherewith that are reasonably relied upon by OHA to measure the delivery of Program Element services, but only the expenditure of financial assistance or the performance by LPHA is untrue in any material respect when made; LPHA: (1) applies for or consents to the extent and appointment of, or taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all of its property; (2) admits in writing its inability, or is generally unable, to pay its debts as they become due; (3) makes a general assignment for the duration necessary benefit of its creditors; (4) is adjudicated as bankrupt or insolvent; (5) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect); (6) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; (7) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code; or (8) takes any action for the Licensee to provide purpose of effecting any of the foregoing; or receive A proceeding or case is commenced, without the applicable Service under this Agreement. Upon application or consent of LPHA, in any court of competent jurisdiction, seeking: (1) the expiration of such termliquidation, dissolution or winding-up, or the earlier termination composition or readjustment of debts, of LPHA; (2) the appointment of a trustee, receiver, custodian, liquidator, or the like of LPHA or of all or any substantial part of its assets; or (3) similar relief in respect to LPHA under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such Service proceeding or case continues undismissed, or an order, judgment, or decree approving or ordering any of the foregoing is entered and continues unstayed and in accordance with this Agreementeffect for a period of sixty consecutive days, or an order for relief against LPHA is entered in an involuntary case under the license Federal Bankruptcy Code (as now or hereafter in effect). The delivery of any Program Element fails to the relevant Intellectual Property will terminate; provided, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance comply satisfactorily to OHA with the terms hereof. Upon the expiration or termination and conditions of this Agreement or an applicable Servicefails to meet the standards for a Program Element as set forth herein, the Licensee shall cease use of the Licensor’s Intellectual Property including but not limited to, any terms, condition, standards and shall return or destroy at the Licensor’s request all Intellectual Property provided in connection with this Agreement. The foregoing license is subject to any licenses granted by others with respect to Intellectual Property not owned by the Parties hereto or their respective Affiliates. (b) Subject to the limited license granted in Section 10(a), requirements set forth in the event that any Intellectual Property is created, developed, written or authored by a Party hereto in connection with the performance or receipt of the Services by such Party, all right, title Financial Assistance Award and interest throughout the world in and to all such Intellectual Property shall vest solely in such Party unconditionally and immediately upon such Intellectual Property having been created, developed, written or authored, unless the Parties hereto agree otherwise in writingapplicable Program Element Description. (c) In the event that any Intellectual Property is created, developed, written or authored by a Party hereto or any of its Affiliates in connection with the performance or receipt of the Services by such Party in accordance with this Agreement, such Party hereby grants to the Party hereto that did not create, develop, write or author such Intellectual Property, and its Affiliates, a limited, nonexclusive, nontransferable, irrevocable, royalty-free license (without the right to sublicense except as expressly provided herein), to use, subsequent to the Term, any Intellectual Property developed for and used in connection with Services provided under this Agreement. The Party hereto that did not create, develop, write or author such Intellectual Property shall be entitled to grant sublicenses of the license granted pursuant to this Section 10(c) for the benefit of itself and its Affiliates to their vendors, contractors, subcontractors and other similar third-party service providers solely to the extent necessary for such third parties to perform services for such Party and its Affiliates. (d) To the extent title to any Intellectual Property that is the subject of Section 10(b), vests, by operation of Law, in the Party hereto or an Affiliate of the Party hereto that did not create, develop, write or author such Intellectual Property, such Party or Affiliate of the Party hereby assigns to the other Party or its designated Affiliate all right, title and interest in such Intellectual Property and agrees to provide such assistance and execute such documents as such other Party may reasonably request to vest in such Party all right, title and interest in such Intellectual Property.

Ownership of Intellectual Property. (a) a. Except as otherwise expressly provided in this Agreementset forth herein, Client is, and shall be, the Separation Agreement or the other Ancillary Agreements (as defined in the Separation Agreement), each sole and exclusive owner of the Parties hereto and their respective Affiliates shall retain all right, title title, and interest in and to their respective Intellectual Property, including any deliverables created specifically for Client to Client’s specifications and all improvements, modifications, derivative works, additions or enhancements thereof. No license or right, express or implied, is granted identified as “Deliverables” under this Agreement by either Party or such Party’s Affiliates in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services in accordance with this Agreement, each Party applicable SOW (“LicensorDeliverables”), for itself and on behalf of its subsidiaries, hereby grants to the other (“Licensee”) (and the Licensee’s subsidiaries) a non-exclusive, revocable (solely as expressly provided in this Agreement), non-transferable, non-sublicensable (except to third parties as required for the provision or receipt of Services, but not for their own independent use), royalty-free, worldwide license during the Term to use such Intellectual Property of the Licensor in connection with this Agreement, but only to including all intellectual property rights therein. To the extent and for the duration necessary for the Licensee to provide or receive the applicable Service under this Agreement. Upon the expiration of such term, or the earlier termination of such Service in accordance with this Agreement, the license to the relevant Intellectual Property will terminate; provided, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s Intellectual Property and shall return or destroy at the Licensor’s request all Intellectual Property provided in connection with this Agreement. The foregoing license is subject to any licenses granted by others with respect to Intellectual Property not owned by the Parties hereto or their respective Affiliates. (b) Subject to the limited license granted in Section 10(a), in the event that any Intellectual Property is createdof Deliverables do not constitute a “work made for hire” under US Copyright Law, developed, written or authored by a Party hereto in connection with the performance or receipt of the Services by such PartyCA hereby assigns, all right, title title, and interest throughout the world in and to the Deliverables, including all intellectual property rights therein, other than with respect to any Pre-Existing Rights of CA. Upon Client’s reasonable request, CA shall, and shall cause the CA Personnel to, promptly take such Intellectual Property shall vest solely in such Party unconditionally and immediately upon such Intellectual Property having been createdfurther actions, developed, written or authored, unless the Parties hereto agree otherwise in writingas may be necessary to give effect to this Section 16. b. CA and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to any Third-Party Products and other Pre-Existing Rights, including all intellectual property rights therein. CA hereby grants Client a limited, perpetual, fully paid-up, royalty-free, non-transferable (c) In the event that any Intellectual Property is created, developed, written or authored by a Party hereto or any of its Affiliates in connection with the performance or receipt of the Services by such Party except in accordance with this Agreement, such Party hereby grants to the Party hereto that did not create, develop, write or author such Intellectual Property, and its Affiliates, a limited, nonexclusive, nontransferable, irrevocable, royalty-free license (without the right to sublicense except as expressly provided hereinSection 17), non-sublicensable, worldwide license to use, subsequent perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell, and otherwise exploit any Pre-Existing Rights to the Termextent incorporated in, any Intellectual Property developed combined with or otherwise necessary for and used in connection with Services provided under this Agreement. The Party hereto that did not create, develop, write or author such Intellectual Property shall be entitled to grant sublicenses the use of the license granted pursuant to this Section 10(c) for the benefit of itself and its Affiliates to their vendors, contractors, subcontractors and other similar third-party service providers Deliverables solely to the extent necessary reasonably required in connection with Client’s receipt or use of the Services and Deliverables for such third parties the purpose for which the Deliverables are provided. All other rights in and to perform services for such Party and its Affiliatesthe Pre-Existing Rights are expressly reserved by CA. c. Without limiting the generality of Section 13(b), Client acknowledges that CA’s Pre-Existing Rights may include the form, format, structure, terminology, and branding included in template reports and other general advisory documents generated in the provision of security assessments or consulting services (d) To “CA Reports”). In no event shall Client disclose any written report or work product provided by CA to Client as part of the extent title Services to any Intellectual Property that is competitor or potential competitor of CA, except in connection with required audits or certification exercises required of Client. CA will not share the subject content of Section 10(b), vests, by operation of Law, any CA Report with CA Personnel not involved in the Party hereto or an Affiliate Services related to the preparation of the Party hereto that did not createAssessment Report, developunless specifically authorized by Client. d. As between the Parties, write or author such Intellectual PropertyCA is and shall remain, such Party or Affiliate the sole and exclusive owner of the Party hereby assigns to the other Party or its designated Affiliate all right, title title, and interest in such Intellectual Property and agrees to the Client Materials, including all intellectual property rights therein. CA shall have no right or license to use any Client Materials except solely during the Term of the Agreement to the extent necessary to provide such assistance the Products and execute such documents as such Services to Client. All other Party may reasonably request rights in and to vest in such Party all right, title and interest in such Intellectual Propertythe Client Materials are expressly reserved by Client.

Ownership of Intellectual Property. (a) Except as expressly set forth in this Agreement or as the Parties may otherwise expressly provided agree in writing, each Party owns, and shall continue to own, its existing Intellectual Property as of the Effective Date of this Agreement, and its Intellectual Property developed, acquired or obtained by such Party after the Separation Effective Date of this Agreement or independently of the other Ancillary Agreements (as defined in Party and the Separation Agreement)Services, each of the Parties hereto and their respective Affiliates shall retain all right, title and without conferring any interest in and to their respective Intellectual Property, including any and all improvements, modifications, derivative works, additions or enhancements thereof. No license or right, express or implied, is granted under this Agreement by either Party or such Party’s Affiliates in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services in accordance with this Agreement, each Party (“Licensor”), for itself and therein on behalf of its subsidiaries, hereby grants to the other (“Licensee”) (Party. All Joint New IP shall be jointly owned by Hospira and the Licensee’s subsidiaries) Omeros. All Hospira New IP shall be owned solely by Hospira. Hospira shall grant to Omeros, and does hereby grant to Omeros, a nonfully paid-exclusive, revocable (solely as expressly provided in this Agreement), non-transferable, non-sublicensable (except to third parties as required for the provision or receipt of Services, but not for their own independent use)up, royalty-free, worldwide license during worldwide, perpetual, exclusive license, including the Term right to use such Intellectual Property of the Licensor grant sublicenses, under all Hospira New IP and Hospira’s joint ownership interest in connection with this Agreement, but only Joint New IP that is necessary or beneficial for Omeros’ [†]. Hospira shall grant to the extent and for the duration necessary for the Licensee to provide or receive the applicable Service under this Agreement. Upon the expiration of such term, or the earlier termination of such Service in accordance with this Agreement, the license to the relevant Intellectual Property will terminate; provided, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s Intellectual Property and shall return or destroy at the Licensor’s request all Intellectual Property provided in connection with this Agreement. The foregoing license is subject to any licenses granted by others with respect to Intellectual Property not owned by the Parties hereto or their respective Affiliates. (b) Subject to the limited license granted in Section 10(a), in the event that any Intellectual Property is created, developed, written or authored by a Party hereto in connection with the performance or receipt of the Services by such Party, all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely in such Party unconditionally and immediately upon such Intellectual Property having been created, developed, written or authored, unless the Parties hereto agree otherwise in writing. (c) In the event that any Intellectual Property is created, developed, written or authored by a Party hereto or any of its Affiliates in connection with the performance or receipt of the Services by such Party in accordance with this Agreement, such Party hereby grants to the Party hereto that did not create, develop, write or author such Intellectual PropertyOmeros, and its Affiliatesdoes hereby grant to Omeros, a limited, nonexclusive, nontransferable, irrevocablefully paid-up, royalty-free license (without free, worldwide, perpetual, non-exclusive license, including the right to sublicense except as expressly provided herein)grant sublicenses, to use, subsequent to the Term, any Intellectual Property developed for and used in connection with Services provided under this Agreement. The Party hereto that did not create, develop, write or author such Intellectual Property shall be entitled to grant sublicenses of the license granted pursuant to this Section 10(c) for the benefit of itself and its Affiliates to their vendors, contractors, subcontractors and other similar third-party service providers all Hospira New IP solely to the extent necessary or beneficial for such third parties the purposes of making, having made, using, importing, offering for sale, and/or selling Omeros’ pharmaceutical products other than Product and Equivalents. [†]. All Omeros New IP shall be owned solely by Omeros. Hospira agrees to perform services for such Party and its Affiliates. (d) To the extent execute any assignment to confirm title to any Intellectual Property that is in Omeros’ name consistent with the subject ownership of Section 10(b)such Intellectual Property as set forth in this Subsection, vestsand to execute any other documents, by operation of Lawincluding, without limitation, any and all patent applications or other instruments and render such other assistance to Omeros to apply for and prosecute patent or other proprietary protection in the Party hereto United States or an Affiliate any other country with respect to Omeros New IP, provided Omeros shall compensate Hospira for its reasonable out of pocket costs and expenses and, for assistance other than executing documents, Hospira’s standard hourly fees for such assistance. Hospira shall promptly notify Omeros in writing of any and all Omeros New IP promptly after conception or reduction to practice thereof by Hospira. The parties recognize that Hospira is in the business of developing, manufacturing, and selling generic pharmaceutical products. Nothing in this provision is intended to prohibit Hospira from independently developing, manufacturing, and/or selling any pharmaceutical product provided that Hospira does not utilize, refer to, and/or rely upon any [†] in the development, manufacturing, and/or sale of such product in contravention of the Party hereto that did exclusive license granted to Omeros herein. The preceding sentence does not create, develop, write in any way convey to Hospira any right or author such license to Omeros’ Intellectual Property, such Party including without limitation the New Omeros IP, or Affiliate of the Party hereby assigns to Omeros’ Confidential Information, or limit Hospira’s obligations with respect to the other Party or its designated Affiliate all right, title and interest same as provided in such Intellectual Property and agrees to provide such assistance and execute such documents as such other Party may reasonably request to vest in such Party all right, title and interest in such Intellectual Propertythis Agreement.

Ownership of Intellectual Property. 12.1 COMPANY acknowledges that all materials relating to the Program that are developed by or on behalf of HEALTHIEST YOU (a) Except as otherwise expressly provided in this Agreementincluding, without limitation, the Separation Agreement Program content referred to in Sections 4 and 5 above), or provided to COMPANY by HEALTHIEST YOU, and all trade names, service marks, trademarks and logos that are used by HEALTHIEST YOU (including, but not limited to, the “HEALTHIEST YOU” mark), and such other Ancillary Agreements trade names, trademarks and logos as hereinafter may be designated by HEALTHIEST YOU in connection with its business (as defined the “HEALTHIEST YOU Marks”) are the unique intellectual property of HEALTHIEST YOU (the “Intellectual Property”), even if COMPANY or its employees or contractors may have contributed or joined in the Separation Agreement), each development of the Parties hereto Intellectual Property, and their respective Affiliates shall remain the sole and exclusive property of HEALTHIEST YOU. HEALTHIEST YOU shall exclusively own and retain all right, title and interest in and to their respective the Intellectual Property. COMPANY agrees that: 12.1.1 COMPANY will not duplicate the Program in any format that would, including in whole or in part, reverse-engineer, infringe upon the intellectual property rights of HEALTHIEST YOU, and will not use or disclose the Intellectual Property in any manner other than pursuant to this Agreement. 12.1.2 COMPANY and all improvementsits employees, modificationsdirectors, derivative worksofficers, additions or enhancements thereof. No license or rightagents, express or impliedowners, is granted under this Agreement successors and assigns shall maintain the confidentiality of any non-public Intellectual Property disclosed to COMPANY by either Party or such Party’s Affiliates in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt HEALTHIEST YOU. 12.2 Upon termination of the Services in accordance with this Agreement, each Party (“Licensor”)if reasonably feasible, for itself COMPANY shall return to HEALTHIEST YOU all of the Intellectual Property provided to COMPANY and on behalf of its subsidiaries, hereby grants to the other (“Licensee”) (and the Licensee’s subsidiaries) a shall not disclose any non-exclusive, revocable (solely as expressly provided in this Agreement), non-transferable, non-sublicensable (except to third parties as required for the provision or receipt of Services, but not for their own independent use), royalty-free, worldwide license during the Term to use such public Intellectual Property of the Licensor in connection with this AgreementHEALTHIEST YOU, but only to the extent and for the duration necessary for the Licensee to provide now or receive the applicable Service under this Agreement. Upon the expiration of such term, or the earlier termination of such Service in accordance with this Agreement, the license to the relevant Intellectual Property will terminate; provided, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s Intellectual Property and shall return or destroy at the Licensor’s request all Intellectual Property provided in connection with this Agreement. The foregoing license is subject to any licenses granted by others with respect to Intellectual Property not owned by the Parties hereto or their respective Affiliates. (b) Subject to the limited license granted in Section 10(a), time in the event that any Intellectual Property is created, developed, written or authored by a Party hereto in connection with the performance or receipt of the Services by such Party, all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely in such Party unconditionally and immediately upon such Intellectual Property having been created, developed, written or authoredfuture, unless the Parties hereto agree otherwise in writingrequired by applicable law. (c) In the event that any Intellectual Property is created, developed, written or authored by a Party hereto or any of its Affiliates in connection with the performance or receipt of the Services by such Party in accordance with this Agreement, such Party hereby grants to the Party hereto that did not create, develop, write or author such Intellectual Property, and its Affiliates, a limited, nonexclusive, nontransferable, irrevocable, royalty-free license (without the right to sublicense except as expressly provided herein), to use, subsequent to the Term, any Intellectual Property developed for and used in connection with Services provided under this Agreement. The Party hereto that did not create, develop, write or author such Intellectual Property shall be entitled to grant sublicenses of the license granted pursuant to this Section 10(c) for the benefit of itself and its Affiliates to their vendors, contractors, subcontractors and other similar third-party service providers solely to the extent necessary for such third parties to perform services for such Party and its Affiliates. (d) To the extent title to any Intellectual Property that is the subject of Section 10(b), vests, by operation of Law, in the Party hereto or an Affiliate of the Party hereto that did not create, develop, write or author such Intellectual Property, such Party or Affiliate of the Party hereby assigns to the other Party or its designated Affiliate all right, title and interest in such Intellectual Property and agrees to provide such assistance and execute such documents as such other Party may reasonably request to vest in such Party all right, title and interest in such Intellectual Property.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreement, Company is and shall be the Separation Agreement exclusive owner or the other Ancillary Agreements (as defined in the Separation Agreement), each licensee of the Parties hereto and their respective Affiliates shall retain all right, title and interest in and to their respective the Source Code, the deliverables of the Services set forth in the SRDS and all Intellectual PropertyProperty Rights relating thereto or any portion of the foregoing items (collectively, including "Deliverables"). No transfer of any Intellectual Property Rights is made pursuant to this Agreement. Company represents and warrants that any and all improvementsDeliverables shall not infringe or misappropriate the rights of any third party, modificationsincluding, derivative worksbut not limited to intellectual property rights. Company grants Purchaser (and its current and future affiliates, additions or enhancements thereofsubsidiaries, parents and divested companies) a perpetual, nonexclusive, nontransferable, royalty-free, fully paid-up, license to use, copy, integrate, modify, enhance, create Derivative Works of (including by Purchaser’s contractors, but solely for Purchaser’s benefit) the Deliverables strictly in association with Purchaser’s business and strictly for use in the Field. No Company further grants Purchaser (and its current and future affiliates, subsidiaries, parents and divested companies) a perpetual, nonexclusive, nontransferable, royalty-free, fully paid-up license or rightto use the Inventions, express or implied, is granted under this Agreement by either Party or such Party’s Affiliates in or Programs and/or Tools delivered to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services Purchaser in accordance with this Agreementthe SRDS strictly in association with Purchaser’s business. This license does not permit use of the Deliverables by any other persons, each Party unless otherwise previously agreed to by Company in writing. (“Licensor”)b) Purchaser shall exclusively own all Derivative Works of the Source Code made, for itself and on behalf of its subsidiariesdeveloped or otherwise created by Purchaser, hereby grants subject to the other Company’s ownership in the underlying Source Code. (“Licensee”c) (Purchaser shall take no actions which impair or infringe Company's Intellectual Property Rights and shall give immediate written notice to Company of any claim of infringement it becomes aware of with respect to any Deliverable. Purchaser shall not use, copy, modify, transfer, download, merge, make any translation or Derivative Work or otherwise deal with the Licensee’s subsidiaries) a non-exclusive, revocable (solely Deliverables except as expressly provided in this Agreement). In no event shall Purchaser cause or permit the disassembly, non-transferable, non-sublicensable (except to third parties as required for the provision reverse compilation or receipt other decoding of Services, but not for their own independent use), royalty-free, worldwide license during the Term to use such Intellectual Property of the Licensor in connection with this Agreement, but only to the extent and for the duration necessary for the Licensee to provide or receive the applicable Service under this Agreement. Upon the expiration of such term, or the earlier termination of such Service in accordance with this Agreement, the license to the relevant Intellectual Property will terminate; provided, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s Intellectual Property and shall return or destroy at the Licensor’s request all Intellectual Property provided in connection with this Agreement. The foregoing license is subject to any licenses granted by others with respect to Intellectual Property not owned by the Parties hereto or their respective Affiliates. (b) Subject to the limited license granted in Section 10(a), in the event that any Intellectual Property is created, developed, written or authored by a Party hereto in connection with the performance or receipt of the Services by such Party, all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely in such Party unconditionally and immediately upon such Intellectual Property having been created, developed, written or authored, unless the Parties hereto agree otherwise in writing. (c) In the event that any Intellectual Property is created, developed, written or authored by a Party hereto or any of its Affiliates in connection with the performance or receipt of the Services by such Party in accordance with this Agreement, such Party hereby grants to the Party hereto that did not create, develop, write or author such Intellectual Property, and its Affiliates, a limited, nonexclusive, nontransferable, irrevocable, royalty-free license (without the right to sublicense Deliverable except as expressly provided herein), to use, subsequent to in this Agreement or with the Term, any Intellectual Property developed for and used in connection with Services provided under this Agreement. The Party hereto that did not create, develop, write or author such Intellectual Property shall be entitled to grant sublicenses prior written consent of the license granted pursuant Company. Purchaser agrees to this Section 10(c) for ensure that any copy of the benefit of itself Source Code in Purchaser’s possession or control shall maintain the Company’s copyright legend and its Affiliates to their vendors, contractors, subcontractors and other similar third-party service providers solely to a notice that the extent necessary for such third parties to perform services for such Party and its Affiliates. (d) To the extent title to any Intellectual Property that Source Code is the subject of Section 10(b), vests, by operation of Law, in the Party hereto or an Affiliate confidential property of the Party hereto Company and that did access thereto is limited by the provisions of this Agreement that have been placed upon the Source Code by the Company. Company agrees to not createinclude any locks, developrestrictions, write Trojan horses or author such Intellectual Property, such Party or Affiliate any other code which limits Purchasers use of the Party hereby assigns to the other Party or its designated Affiliate all right, title and interest in such Intellectual Property and agrees to provide such assistance and execute such documents as such other Party may reasonably request to vest in such Party all right, title and interest in such Intellectual PropertyDeliverables.

Ownership of Intellectual Property. (a) Except a. The University shall own the Journal and all trademarks, and other proprietary rights in the Journal and all other names or symbols supplied by the University to identify the Journal, except as otherwise expressly provided in this Agreementsubsection 4(c). b. As between the parties, the Separation Agreement or University shall own the other Ancillary Agreements (as defined copyright in all articles and University -provided commentary contained in the Separation Agreement), each Journal. The Parties acknowledge that during the term of this agreement it may become necessary to amend the Parties hereto and their respective Affiliates shall retain all right, title and interest in and to their respective Intellectual Property, including any and all improvements, modifications, derivative works, additions or enhancements thereof. No license or right, express or implied, is granted under this Agreement by either Party or such Party’s Affiliates in or to their respective Intellectual Property, except that, solely regime whereby authors assign copyright to the extent required for the provision or receipt University in favor of the Services in accordance with this Agreement, each Party (“Licensor”), for itself and on behalf of its subsidiaries, hereby grants to the other (“Licensee”) (and the Licensee’s subsidiaries) a non-exclusive, revocable (solely as expressly provided in this Agreement), non-transferable, non-sublicensable (except to third parties as required for the provision or receipt of Services, but not for their own independent use), royalty-free, worldwide license during the Term to use such Intellectual Property of the Licensor in connection with this Agreement, but only to the extent and for the duration necessary for the Licensee to provide or receive the applicable Service under this Agreement. Upon the expiration of such term, or the earlier termination of such Service in accordance with this Agreement, the license to the relevant Intellectual Property will terminate; provided, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s Intellectual Property and shall return or destroy at the Licensor’s request all Intellectual Property provided in connection with this Agreementpublish. The foregoing Publisher therefore reserves the right to change content acquisition from an assignment of copyright to a license is subject to any licenses granted by others with respect to Intellectual Property not owned by the Parties hereto or their respective Affiliates. (b) Subject to the limited license granted in Section 10(a), in the event that any Intellectual Property is created, developed, written or authored by a Party hereto in connection with the performance or receipt of the Services by such Party, all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely in such Party unconditionally and immediately upon such Intellectual Property having been created, developed, written or authored, unless the Parties hereto agree otherwise in writing. (c) publish. In the event that any Intellectual Property is createdthe content acquisition regime changes to a license, developed, written the authors will be required to agree to the Publisher’s standard author license agreement (the “LTP”) via the Publisher’s workflows and systems. If an author refuses or authored by a Party hereto or any otherwise fails to agree to such LTP and/or to work with the Publisher´s workflows and systems the Publisher shall use reasonable endeavors to convince the author to use these. Without limitation of its Affiliates rights under this Publishing Agreement, the Publisher, in consultation with the University, ▇▇▇ refuse to publish such an article in the absence of such LTP or author co-operation. It is also agreed that, occasionally, a different licensing and copyright approach may be required for individual articles, for instance if mandated by funding agencies. c. Nothing in this Publishing Agreement shall be construed to give the University a claim to ownership of any intellectual property owned or provided by the Publisher or third parties and used in, or in connection with, the Journal. d. The Publisher will assign digital object identifiers (DOI) to the articles of the Journal and register them. e. The University shall own the subscription lists for the Journal (collectively, the “Subscription List”). However, during the term of this Publishing Agreement and for a reasonable period thereafter, the Publisher may send notices and information regarding publications and other products and services of potential professional interest to the addressees on that list. The University shall obtain consents from the individuals concerned on the Subscription List prior to sharing the Subscription List with the performance or receipt of Publisher and shall oblige the Services individuals to abide by such Party in accordance with this Agreement, such Party hereby grants to the Party hereto that did not create, develop, write or author such Intellectual Property, and its Affiliates, a limited, nonexclusive, nontransferable, irrevocable, royalty-free license (without the right to sublicense except as expressly provided herein), to use, subsequent to the Term, any Intellectual Property developed for and used in connection with Services provided under this Agreement. The Party hereto that did not create, develop, write or author such Intellectual Property shall be entitled to grant sublicenses of the license granted pursuant to this Section 10(c) for the benefit of itself and its Affiliates to their vendors, contractors, subcontractors and other similar third-party service providers solely to the extent necessary for such third parties to perform services for such Party and its Affiliatesapplicable data protection laws. (d) To the extent title to any Intellectual Property that is the subject of Section 10(b), vests, by operation of Law, in the Party hereto or an Affiliate of the Party hereto that did not create, develop, write or author such Intellectual Property, such Party or Affiliate of the Party hereby assigns to the other Party or its designated Affiliate all right, title and interest in such Intellectual Property and agrees to provide such assistance and execute such documents as such other Party may reasonably request to vest in such Party all right, title and interest in such Intellectual Property.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreement or in any other Transaction Agreement, Seller, Purchaser, any Third-Party Service Provider and the Separation Agreement or the other Ancillary Agreements (as defined in the Separation Agreement), each of the Parties hereto and their respective Affiliates of each such Person shall retain all right, title and interest in and to their respective Intellectual Property, including Property and any and all improvements, modifications, modifications and derivative works, additions or enhancements works thereof. No license or right, express or implied, is granted under this Agreement by either Seller, Purchaser, any Third-Party or Service Provider and the respective Affiliates of each such Party’s Affiliates Person in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services (as the case may be) in accordance with this Agreement, each Party (“Licensor”)of Seller and Purchaser, for itself and on behalf of its subsidiariesthe respective Affiliates thereof, hereby grants to the other (“Licensee”) (and the Licensee’s subsidiariesrespective Affiliates thereof) a non-exclusive, revocable (solely as expressly provided in this Agreement), non-transferable, non-sublicensable (except to third parties as required for the provision or receipt of Services, but not for their own independent use), royalty-free, worldwide license during the Term term of this Agreement to use such Intellectual Property of that is provided by the Licensor granting Party to the other Party (“Services Licensee”) in connection with this Agreement, but only to the extent and for the duration necessary for the Services Licensee to provide or receive the applicable Service under as permitted by this Agreement. Upon the expiration of Agreement (it being understood that such term, or the earlier termination of such Service in accordance with this Agreement, the a license to the relevant Intellectual Property will terminate; provided, that all licenses granted hereunder shall terminate or shall be deemed terminated immediately upon the expiration of the term hereof or earlier termination of this Agreement in accordance with the terms hereof. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s Intellectual Property and shall return or destroy at the Licensor’s request all Intellectual Property as provided in connection with this Agreement. The foregoing license Article VI and is subject to any licenses granted by others other Persons with respect to Intellectual Property not owned by Seller, Purchaser or the Parties hereto or their respective AffiliatesAffiliates of such Person). (b) Subject to the limited license granted in Section 10(a2.11(a), in the event that any Intellectual Property is created, developed, written created by Seller or authored by a Third-Party hereto Service Provider in connection with the performance or receipt provision of the Services by such Partyany Services, all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely in such Party Person unconditionally and immediately upon such Intellectual Property having been created, developed, written or authoredproduced, unless the Parties hereto applicable parties otherwise agree otherwise in writing; provided, however, that any Intellectual Property specifically developed or commissioned for the benefit of Purchaser or the Company by Seller or a Third-Party Service -12- Provider shall be owned by and become the sole property of Purchaser or the Company, as applicable. (c) In the event that Except as otherwise expressly provided in this Agreement or in any Intellectual Property is createdother Transaction Agreement, developed, written or authored by a (i) no Party hereto (or any of its Affiliates in connection Affiliates) shall have by virtue of this Agreement any licenses with the performance or receipt of the Services by such Party in accordance with this Agreement, such Party hereby grants to the Party hereto that did not create, develop, write or author such Intellectual Property, and its Affiliates, a limited, nonexclusive, nontransferable, irrevocable, royalty-free license (without the right to sublicense except as expressly provided herein), to use, subsequent to the Term, any Intellectual Property developed for and used in connection with Services provided under this Agreement. The Party hereto that did not create, develop, write or author such Intellectual Property shall be entitled to grant sublicenses of the license granted pursuant to this Section 10(c) for the benefit of itself and its Affiliates to their vendors, contractors, subcontractors and other similar third-party service providers solely to the extent necessary for such third parties to perform services for such Party and its Affiliates. (d) To the extent title respect to any Intellectual Property that is the subject of Section 10(b(including software), vests, by operation hardware or facility of Law, in the Party hereto or an Affiliate of the Party hereto that did not create, develop, write or author such Intellectual Property, such Party or Affiliate of the Party hereby assigns to the other Party or its designated Affiliate all right, title and interest in such (ii) Purchaser shall not have by virtue of this Agreement any licenses with respect to any Intellectual Property (including software) of any Third-Party Service Provider not granted to Purchaser pursuant to Section 2.11(b). All rights and agrees licenses not expressly granted in this Agreement or in any other Transaction Agreement are expressly reserved by the relevant Party. Each Party shall from time to provide such assistance time execute any documents and execute such documents as such take any other actions reasonably requested by the other Party may reasonably request to vest in such Party all right, title and interest in such Intellectual Propertyeffectuate the intent of this Section 2.11.

Ownership of Intellectual Property. 5.1 Nothing in this Agreement shall affect the ownership of intellectual property rights of either Party existing prior to this Agreement or generated outside the Collaboration (a“Background IP”). Neither Party shall knowingly make Background IP available to the other Party (i) which it does not have the right to make available to that Party, (ii) where it does not have the right to grant the licences to use such Background IP as contemplated by this Agreement or, (iii) where to do so would cause an infringement of the rights of a third party. For the avoidance of doubt, Background IP belonging to RCAR (the “RCAR Background IP”) includes but is not limited to; the [****] RCAR Confidential Information, and the technology contained within the [****]. Background IP belonging to HistoCell (the “HistoCell Background IP”) includes but is not limited to HistoCell’s [****] materials and methodology and descriptions of the same, and HistoCell Confidential Information. 5.2 If one Party makes any of its Background IP available to the other Party in the course of the Research and Development Collaboration, the Party receiving such Background IP shall treat it as Confidential Information disclosed hereunder and shall not disclose it to a third party nor use it for any purposes other than that for which it was made available to that Party. Neither Party has an obligation to provide Background IP that they do not wish to provide. Except as otherwise expressly provided in this Agreement, the Separation Agreement under no circumstances shall a Party, as a result of this Agreement, obtain any ownership interest, license or other right, title, or interest in or to any Background IP or other intellectual property or Confidential Information of the other Ancillary Agreements Party, including its Solely Owned Research IP (as that term is defined in the Separation AgreementSection 5.5 below), each of the Parties hereto and their respective Affiliates shall retain all rightwhether by implication, title and interest in and to their respective Intellectual Propertyestoppel, or otherwise, including any and all improvementsitems controlled or developed by the other Party, modificationsor delivered by the other Party, derivative works, additions or enhancements thereof. No license or right, express or implied, is granted under this Agreement by either Party or such Party’s Affiliates in or at any time pursuant to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services in accordance with this Agreement. 5.3 Should one Party become aware of any infringement of any Background IP, each Party (“Licensor”), for itself and on behalf of its subsidiaries, hereby grants to it shall notify the other (“Licensee”) (Party as soon as is reasonably practicable upon such infringement coming to its notice, and the Licensee’s subsidiaries) a non-exclusiveParty owning such Background IP shall have the sole conduct of any proceedings with relation to its own Background IP. Each Party shall indemnify and hold harmless the other Party against all liability for any loss, revocable (solely as expressly provided damages, costs, claims or demands of any nature whatsoever incurred or suffered by it in this Agreement), non-transferable, non-sublicensable (except to third parties as required for respect of any claim or action stating that the provision or receipt of Services, but not for their own independent use), royalty-free, worldwide license during the Term to use such Intellectual Property of the Licensor in connection with this Agreement, but only to the extent and for the duration necessary for the Licensee to provide or receive the applicable Service under this Agreement. Upon the expiration of such term, or the earlier termination of such Service in accordance with this Agreement, the license to the relevant Intellectual Property will terminate; provided, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s such Background IP infringes the intellectual property rights of any third party (“Intellectual Property and shall return or destroy at Infringement”) in the Licensor’s request all course of the Collaboration provided that the other Party: (a) gives it notice of any Intellectual Property provided in connection with this Agreement. The foregoing license is subject to any licenses granted by others with respect to Intellectual Property not owned by the Parties hereto or their respective AffiliatesInfringement promptly upon becoming aware thereof. (b) Subject to gives it the limited license granted sole conduct of the defence of any claim or action in Section 10(a), in the event that any respect of an Intellectual Property is created, developed, written Infringement and does not at any time admit liability or authored by a Party hereto in connection with otherwise settle or compromise the performance said claim or receipt action except upon the express instructions of the Services by such Party, all right, title and interest throughout Party owning the world Background IP in and to all such Intellectual Property shall vest solely in such Party unconditionally and immediately upon such Intellectual Property having been created, developed, written or authored, unless the Parties hereto agree otherwise in writing.question; and (c) In the event that any Intellectual Property is created, developed, written or authored by a Party hereto or any of its Affiliates in connection with the performance or receipt of the Services by such Party acts in accordance with this Agreement, such Party hereby grants to the Party hereto that did not create, develop, write or author such Intellectual Property, and its Affiliates, a limited, nonexclusive, nontransferable, irrevocable, royalty-free license (without the right to sublicense except as expressly provided herein), to use, subsequent to the Term, any Intellectual Property developed for and used in connection with Services provided under this Agreement. The Party hereto that did not create, develop, write or author such Intellectual Property shall be entitled to grant sublicenses of the license granted pursuant to this Section 10(c) for the benefit of itself and its Affiliates to their vendors, contractors, subcontractors and other similar third-party service providers solely to the extent necessary for such third parties to perform services for such Party and its Affiliates. (d) To the extent title to any Intellectual Property that is the subject of Section 10(b), vests, by operation of Law, in the Party hereto or an Affiliate reasonable instructions of the Party hereto that did not create, develop, write or author owning the said Background IP and gives it such Intellectual Property, assistance as it shall reasonably require with regard to the conduct of such defence. 5.4 Each Party or Affiliate of the Party hereby assigns shall keep appropriate records and documentation concerning Research IP (as defined in Section 5.5 below) and disclose to the other Party all Research IP, including copies of all invention disclosures and other similar documents created in the ordinary course of its business that disclose any conception or reduction to practice of any intellectual property constituting Research IP. A Party shall make all such disclosures to the other Party at least thirty (30) Business Days before any public disclosure of such Research IP or any required submission to government agencies in compliance with the requirements of government supported research. Each Party shall maintain contemporaneous, complete, and accurate written records of its (or its designated Affiliate Research Personnel) activities concerning Research IP that provide proof of the conception date and reduction to practice date of any Research IP for which any of its Research Personnel claim inventorship status. 5.5 For purposes of this Agreement, “Research IP” means all right, title and interest in such Intellectual Property made, invented, developed, created, conceived, or reduced to practice by any Party, a Party’s Research Personnel or any affiliate of any of the foregoing (i) as a result of work conducted pursuant to this Agreement, (ii) or by a Party in its evaluation, use, or implementation of the other Party’s Background IP or Confidential Information, or (iii) by a receiving Party resulting from or derived from or based on the other Party’s Background IP or Confidential Information, in each case, including all rights in any patents or patent applications, copyrights, trade secrets, and agrees to provide such assistance and execute such documents as such other Party may reasonably request to vest in such Party all right, title and interest in such Intellectual Propertyintellectual property rights relating thereto.

Ownership of Intellectual Property. 12.1 COMPANY acknowledges that all materials relating to the Program that are developed by or on behalf of HEALTHIEST YOU (a) Except as otherwise expressly provided in this Agreementincluding, without limitation, the Separation Agreement Program content referred to in Sections 4 and 5 above), or provided to COMPANY by HEALTHIEST YOU, and all trade names, service marks, trademarks and logos that are used by HEALTHIEST YOU (including, but not limited to, the “HEALTHIEST YOU” ▇▇▇▇), and such other Ancillary Agreements trade names, trademarks and logos as hereinafter may be designated by HEALTHIEST YOU in connection with its business (as defined the “HEALTHIEST YOU Marks”) are the unique intellectual property of HEALTHIEST YOU (the “Intellectual Property”), even if COMPANY or its employees or contractors may have contributed or joined in the Separation Agreement), each development of the Parties hereto Intellectual Property, and their respective Affiliates shall remain the sole and exclusive property of HEALTHIEST YOU. HEALTHIEST YOU shall exclusively own and retain all right, title and interest in and to their respective the Intellectual Property. COMPANY agrees that: 12.1.1 COMPANY will not duplicate the Program in any format that would, including in whole or in part, reverse-engineer, infringe upon the intellectual property rights of HEALTHIEST YOU, and will not use or disclose the Intellectual Property in any manner other than pursuant to this Agreement. 12.1.2 COMPANY and all improvementsits employees, modificationsdirectors, derivative worksofficers, additions or enhancements thereof. No license or rightagents, express or impliedowners, is granted under this Agreement successors and assigns shall maintain the confidentiality of any non-public Intellectual Property disclosed to COMPANY by either Party or such Party’s Affiliates in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt HEALTHIEST YOU. 12.2 Upon termination of the Services in accordance with this Agreement, each Party (“Licensor”)if reasonably feasible, for itself COMPANY shall return to HEALTHIEST YOU all of the Intellectual Property provided to COMPANY and on behalf of its subsidiaries, hereby grants to the other (“Licensee”) (and the Licensee’s subsidiaries) a shall not disclose any non-exclusive, revocable (solely as expressly provided in this Agreement), non-transferable, non-sublicensable (except to third parties as required for the provision or receipt of Services, but not for their own independent use), royalty-free, worldwide license during the Term to use such public Intellectual Property of the Licensor in connection with this AgreementHEALTHIEST YOU, but only to the extent and for the duration necessary for the Licensee to provide now or receive the applicable Service under this Agreement. Upon the expiration of such term, or the earlier termination of such Service in accordance with this Agreement, the license to the relevant Intellectual Property will terminate; provided, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s Intellectual Property and shall return or destroy at the Licensor’s request all Intellectual Property provided in connection with this Agreement. The foregoing license is subject to any licenses granted by others with respect to Intellectual Property not owned by the Parties hereto or their respective Affiliates. (b) Subject to the limited license granted in Section 10(a), time in the event that any Intellectual Property is created, developed, written or authored by a Party hereto in connection with the performance or receipt of the Services by such Party, all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely in such Party unconditionally and immediately upon such Intellectual Property having been created, developed, written or authoredfuture, unless the Parties hereto agree otherwise in writingrequired by applicable law. (c) In the event that any Intellectual Property is created, developed, written or authored by a Party hereto or any of its Affiliates in connection with the performance or receipt of the Services by such Party in accordance with this Agreement, such Party hereby grants to the Party hereto that did not create, develop, write or author such Intellectual Property, and its Affiliates, a limited, nonexclusive, nontransferable, irrevocable, royalty-free license (without the right to sublicense except as expressly provided herein), to use, subsequent to the Term, any Intellectual Property developed for and used in connection with Services provided under this Agreement. The Party hereto that did not create, develop, write or author such Intellectual Property shall be entitled to grant sublicenses of the license granted pursuant to this Section 10(c) for the benefit of itself and its Affiliates to their vendors, contractors, subcontractors and other similar third-party service providers solely to the extent necessary for such third parties to perform services for such Party and its Affiliates. (d) To the extent title to any Intellectual Property that is the subject of Section 10(b), vests, by operation of Law, in the Party hereto or an Affiliate of the Party hereto that did not create, develop, write or author such Intellectual Property, such Party or Affiliate of the Party hereby assigns to the other Party or its designated Affiliate all right, title and interest in such Intellectual Property and agrees to provide such assistance and execute such documents as such other Party may reasonably request to vest in such Party all right, title and interest in such Intellectual Property.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreementherein, or as otherwise required by state or federal law, OHA will not own the Separation Agreement or the other Ancillary Agreements (as defined in the Separation Agreement), each of the Parties hereto and their respective Affiliates shall retain all right, title and interest in and any intellectual property created or delivered by LPHA or a ProviderSubcontractor in connection with the Program Element services with respect to their respective Intellectual Property, including any and all improvements, modifications, derivative works, additions or enhancements thereof. No license or right, express or implied, is granted under this Agreement by either Party or such Party’s Affiliates in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt that portion of the Services in accordance with this Agreementintellectual property that LPHA owns, each Party (“Licensor”), for itself and on behalf of its subsidiaries, hereby LPHA grants to the other (“Licensee”) (and the Licensee’s subsidiaries) OHA a perpetual, worldwide, non-exclusive, revocable (solely as expressly provided royalty-free and irrevocable license, subject to any provisions in this AgreementAgreement that restrict or prohibit dissemination or disclosure of information, to (1) use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the intellectual property, (2) authorize third parties to exercise the rights set forth in Section 5.a.(1) on OHA’s behalf, and (3) sublicense to third parties the rights set forth in Section 5.a.(1). If state or federal law requires that OHA or LPHA grant to the United States a license to any intellectual property, or if state or federal law requires that OHA or the United States own the intellectual property, then LPHA shall execute such further documents and instruments as OHA may reasonably request in order to make any such grant or to assign ownership in the intellectual property to the United States or OHA. To the extent that OHA becomes the owner of any intellectual property created or delivered by LPHA in connection with the Program Element services, OHA will grant a perpetual, worldwide, non-transferable, non-sublicensable (except to third parties as required for the provision or receipt of Services, but not for their own independent use)exclusive, royalty-freefree and irrevocable license, worldwide subject to any provisions in this Agreement that restrict or prohibit dissemination or disclosure of information, to LPHA to use, copy, distribute, display, build upon and improve the intellectual property. LPHA shall include in its Provider ContractSubcontracts terms and conditions necessary to require that ProviderSubcontractors execute such further documents and instruments as OHA may reasonably request in order to make any grant of license during or assignment of ownership that may be required by federal or state law. LPHA Default. LPHA shall be in default under this Agreement upon the Term to use such Intellectual Property occurrence of any of the Licensor following events: LPHA fails to perform, observe or discharge any of its covenants, agreements or obligations set forth herein. Any representation, warranty or statement made by LPHA herein or in any documents or reports made by LPHA in connection with this Agreementherewith that are reasonably relied upon by OHA to measure the delivery of Program Element services, but only the expenditure of financial assistance or the performance by LPHA is untrue in any material respect when made; LPHA: (1) applies for or consents to the extent and appointment of, or taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all of its property; (2) admits in writing its inability, or is generally unable, to pay its debts as they become due; (3) makes a general assignment for the duration necessary benefit of its creditors; (4) is adjudicated as bankrupt or insolvent; (5) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect); (6) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; (7) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code; or (8) takes any action for the Licensee to provide purpose of effecting any of the foregoing; or receive A proceeding or case is commenced, without the applicable Service under this Agreement. Upon application or consent of LPHA, in any court of competent jurisdiction, seeking: (1) the expiration of such termliquidation, dissolution or winding-up, or the earlier termination composition or readjustment of debts, of LPHA; (2) the appointment of a trustee, receiver, custodian, liquidator, or the like of LPHA or of all or any substantial part of its assets; or (3) similar relief in respect to LPHA under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such Service proceeding or case continues undismissed, or an order, judgment, or decree approving or ordering any of the foregoing is entered and continues unstayed and in accordance with this Agreementeffect for a period of sixty consecutive days, or an order for relief against LPHA is entered in an involuntary case under the license Federal Bankruptcy Code (as now or hereafter in effect). The delivery of any Program Element fails to the relevant Intellectual Property will terminate; provided, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance comply satisfactorily to OHA with the terms hereof. Upon the expiration or termination and conditions of this Agreement or an applicable Servicefails to meet the standards for a Program Element as set forth herein, the Licensee shall cease use of the Licensor’s Intellectual Property including but not limited to, any terms, condition, standards and shall return or destroy at the Licensor’s request all Intellectual Property provided in connection with this Agreement. The foregoing license is subject to any licenses granted by others with respect to Intellectual Property not owned by the Parties hereto or their respective Affiliates. (b) Subject to the limited license granted in Section 10(a), requirements set forth in the event that any Intellectual Property is created, developed, written or authored by a Party hereto in connection with the performance or receipt of the Services by such Party, all right, title Financial Assistance Award and interest throughout the world in and to all such Intellectual Property shall vest solely in such Party unconditionally and immediately upon such Intellectual Property having been created, developed, written or authored, unless the Parties hereto agree otherwise in writingapplicable Program Element Description. (c) In the event that any Intellectual Property is created, developed, written or authored by a Party hereto or any of its Affiliates in connection with the performance or receipt of the Services by such Party in accordance with this Agreement, such Party hereby grants to the Party hereto that did not create, develop, write or author such Intellectual Property, and its Affiliates, a limited, nonexclusive, nontransferable, irrevocable, royalty-free license (without the right to sublicense except as expressly provided herein), to use, subsequent to the Term, any Intellectual Property developed for and used in connection with Services provided under this Agreement. The Party hereto that did not create, develop, write or author such Intellectual Property shall be entitled to grant sublicenses of the license granted pursuant to this Section 10(c) for the benefit of itself and its Affiliates to their vendors, contractors, subcontractors and other similar third-party service providers solely to the extent necessary for such third parties to perform services for such Party and its Affiliates. (d) To the extent title to any Intellectual Property that is the subject of Section 10(b), vests, by operation of Law, in the Party hereto or an Affiliate of the Party hereto that did not create, develop, write or author such Intellectual Property, such Party or Affiliate of the Party hereby assigns to the other Party or its designated Affiliate all right, title and interest in such Intellectual Property and agrees to provide such assistance and execute such documents as such other Party may reasonably request to vest in such Party all right, title and interest in such Intellectual Property.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreement, the Separation Agreement or the other Ancillary Agreements (as defined in the Separation Agreement), Purchase Agreement each of the Parties hereto and their respective Affiliates shall retain all right, title and interest in and to their respective Intellectual Property, including intellectual property and any and all improvements, modifications, enhancements or derivative works, additions or enhancements works thereof. No license or right, express or implied, is granted under this Agreement by either Party or such Party’s Affiliates in or to their respective Intellectual Propertyintellectual property, except that, solely to the extent required for the provision or receipt of the Services in accordance with this Agreement, each Party (“Licensor”), for itself and on behalf of itself and its subsidiariesAffiliates, hereby grants to the other Party (“Licensee”) (and the Licensee’s subsidiariesAffiliates) a non-non- exclusive, revocable (solely as expressly provided in this Agreement), non-transferabletransferable (except as provided in Section 9.06), non-sublicensable sublicenseable (except to third parties as required for the provision or receipt of Services, but not for their own independent use), royalty-free, worldwide license during the Term term of this Agreement to use such Intellectual Property intellectual property of the Licensor in connection with this Agreement, but only to the extent and for the duration necessary for the Licensee to provide or receive the applicable Service under this Agreement. Upon the expiration of such term, or the earlier termination of such Service in accordance with this Agreement, the license to the relevant Intellectual Property will terminate; provided, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s Intellectual Property and shall return or destroy at the Licensor’s request all Intellectual Property provided in connection with this Agreement. The foregoing license is subject to any licenses granted by others with respect to Intellectual Property not owned by the Parties hereto or their respective Affiliates.21 (b) Subject to the limited license granted in Section 10(a9.11(a), in the event that any Intellectual Property intellectual property is created, developed, written or authored by a Party hereto in connection with the performance or receipt of the Services by such Party, all right, title and interest throughout the world in and to all such Intellectual Property intellectual property shall vest solely in such Party unconditionally and immediately upon such Intellectual Property intellectual property having been created, developed, written or authored, unless the Parties hereto agree otherwise in writing. (c) In the event that any Intellectual Property is created, developed, written or authored by a Party hereto or any of its Affiliates in connection with the performance or receipt of the Services by such Party in accordance with this Agreement, such Party hereby grants to the Party hereto that did not create, develop, write or author such Intellectual Property, and its Affiliates, a limited, nonexclusive, nontransferable, irrevocable, royalty-free license (without the right to sublicense except as expressly provided herein), to use, subsequent to the Term, any Intellectual Property developed for and used in connection with Services provided under this Agreement. The Party hereto that did not create, develop, write or author such Intellectual Property shall be entitled to grant sublicenses of the license granted pursuant to this Section 10(c) for the benefit of itself and its Affiliates to their vendors, contractors, subcontractors and other similar third-party service providers solely to the extent necessary for such third parties to perform services for such Party and its Affiliates. (d) To the extent title to any Intellectual Property intellectual property that is the subject of Section 10(b9.11(b), vests, by operation of Law, in the Party hereto or an Affiliate of the Party hereto that did not create, develop, write or author such Intellectual Propertyintellectual property, such Party or Affiliate of the Party hereby assigns to the other Party or its designated Affiliate all right, title and interest in such Intellectual Property intellectual property and agrees to provide such assistance and execute such documents as such other Party may reasonably request to vest in such Party all right, title and interest in such Intellectual Propertyintellectual property.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreement, Company is and shall be the Separation Agreement exclusive owner or the other Ancillary Agreements (as defined in the Separation Agreement), each licensee of the Parties hereto and their respective Affiliates shall retain all right, title and interest in and to their respective the Source Code, the deliverables of the Services set forth in the SRDS and all Intellectual PropertyProperty Rights relating thereto or any portion of the foregoing items (collectively, including "Deliverables"). No transfer of any Intellectual Property Rights is made pursuant to this Agreement. Company represents and warrants that any and all improvementsDeliverables shall not infringe or misappropriate the rights of any third party, modificationsincluding, derivative worksbut not limited to intellectual property rights. Company grants Purchaser (and its current and future affiliates, additions or enhancements thereofsubsidiaries, parents and divested companies) a perpetual, nonexclusive, nontransferable, royalty-free, fully paid-up, license to use, copy, integrate, modify, enhance, create Derivative Works of (including by Purchaser’s contractors, but solely for Purchaser’s benefit) the Deliverables strictly in association with Purchaser’s business and strictly for use in the Field. No Company further grants Purchaser (and its current and future affiliates, subsidiaries, parents and divested companies) a perpetual, nonexclusive, nontransferable, royalty-free, fully paid-up license or rightto use the Inventions, express or implied, is granted under this Agreement by either Party or such Party’s Affiliates in or Programs and/or Tools delivered to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services Purchaser in accordance with this Agreementthe SRDS strictly in association with Purchaser’s business. This license does not permit use of the Deliverables by any other persons, each Party unless otherwise previously agreed to by Company in writing. (“Licensor”)b) Purchaser shall take no actions which impair or infringe Company's Intellectual Property Rights and shall give immediate written notice to Company of any claim of infringement it becomes aware of with respect to any Deliverable. Purchaser shall not use, for itself and on behalf of its subsidiariescopy, hereby grants to modify, transfer, download, merge, make any translation or Derivative Work or otherwise deal with the other (“Licensee”) (and the Licensee’s subsidiaries) a non-exclusive, revocable (solely Deliverables except as expressly provided in this Agreement). In no event shall Purchaser cause or permit the disassembly, non-transferable, non-sublicensable (except to third parties as required for the provision reverse compilation or receipt other decoding of Services, but not for their own independent use), royalty-free, worldwide license during the Term to use such Intellectual Property of the Licensor in connection with this Agreement, but only to the extent and for the duration necessary for the Licensee to provide or receive the applicable Service under this Agreement. Upon the expiration of such term, or the earlier termination of such Service in accordance with this Agreement, the license to the relevant Intellectual Property will terminate; provided, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s Intellectual Property and shall return or destroy at the Licensor’s request all Intellectual Property provided in connection with this Agreement. The foregoing license is subject to any licenses granted by others with respect to Intellectual Property not owned by the Parties hereto or their respective Affiliates. (b) Subject to the limited license granted in Section 10(a), in the event that any Intellectual Property is created, developed, written or authored by a Party hereto in connection with the performance or receipt of the Services by such Party, all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely in such Party unconditionally and immediately upon such Intellectual Property having been created, developed, written or authored, unless the Parties hereto agree otherwise in writing. (c) In the event that any Intellectual Property is created, developed, written or authored by a Party hereto or any of its Affiliates in connection with the performance or receipt of the Services by such Party in accordance with this Agreement, such Party hereby grants to the Party hereto that did not create, develop, write or author such Intellectual Property, and its Affiliates, a limited, nonexclusive, nontransferable, irrevocable, royalty-free license (without the right to sublicense Deliverable except as expressly provided herein), to use, subsequent to in this Agreement or with the Term, any Intellectual Property developed for and used prior written consent of the Company. (a) Each party acknowledges that it will acquire knowledge of Confidential Information (as defined below) in connection with Services provided under its performance hereunder and agrees to treat such information as confidential during the Term and following termination or expiration of this Agreement. The Party hereto that did "Confidential Information" includes but is not createlimited to all information, developwhether written or oral, write and in any form, including without limitation, information relating to or author such concerning the research, Intellectual Property shall be entitled Rights, development, products, software), methods of manufacture, business plans, customers, vendors, finances, personnel data, third party proprietary or confidential information and other material or information considered proprietary relating to grant sublicenses the current or anticipated business or affairs which is disclosed directly or indirectly to either party. "Confidential Information" does not include any information (i) which either party lawfully knew without restriction on disclosure before it was disclosed, (ii) which is now or becomes publicly known through no wrongful act or failure to act of either party, (iii) which either party developed independently without use of the license granted Confidential Information, as evidenced by appropriate documentation, or (iv) which is hereafter lawfully furnished to either party by a third party as a matter of right and without restriction on disclosure. In addition, either party may disclose Confidential Information, which is to be disclosed pursuant to this Section 10(c) for the benefit a requirement of itself and its Affiliates to their vendors, contractors, subcontractors and other similar third-a government agency or law so long as either party service providers solely to the extent necessary for such third parties to perform services for such Party and its Affiliates. (d) To the extent title to any Intellectual Property that is the subject of Section 10(b), vests, by operation of Law, in the Party hereto or an Affiliate of the Party hereto that did not create, develop, write or author such Intellectual Property, such Party or Affiliate of the Party hereby assigns provides prompt written notice to the other Party or its designated Affiliate all right, title and interest in party of such Intellectual Property and agrees requirement prior to provide such assistance and execute such documents as such other Party may reasonably request to vest in such Party all right, title and interest in such Intellectual Propertydisclosure.

Ownership of Intellectual Property. (a) Except as otherwise expressly provided in this Agreement, the Separation Agreement or the in any other Ancillary Agreements (as defined in the Separation Transaction Agreement), each of AIG and the Parties hereto Company and their respective Affiliates shall retain all right, title and interest in and to their respective Intellectual Property, including Property and any and all improvements, modifications, modifications and derivative works, additions or enhancements works thereof. No license or right, express or implied, is granted under this Agreement by either Party or such Party’s Affiliates in or to their respective Intellectual Property, except that, solely Solely to the extent required for the provision or receipt of the Services or access to the Facilities in accordance with this Agreement, each Party (“Licensor”)of AIG and the Company, for itself and on behalf of its subsidiariestheir respective Affiliates, hereby grants to the other (“Licensee”) (and the Licensee’s subsidiariestheir respective Affiliates) a non-exclusive, revocable (solely as expressly provided in this Agreement)revocable, non-transferable, non-sublicensable transferable (except to third parties as required for the provision or receipt of Services, but not for their own independent use), royalty-free, worldwide provided in Section 8.05) license during the Term term of this Agreement to access and use such Intellectual Property of that is provided by the Licensor granting Party ("Licensor") to the other Party ("Licensee") in connection with this Agreement, but only to the extent and for the duration necessary for the Licensee to provide or receive the applicable Service under or access to the applicable Facility as permitted by this Agreement. Upon the expiration of such termtime, or the earlier termination of such Service or access to such Facility in accordance with this AgreementSection 6.01(d), the license granted hereunder by the Licensor to the Licensee to the relevant Intellectual Property will terminate; provided, however, that all licenses granted hereunder under this Agreement shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s Intellectual Property and shall return or destroy at the Licensor’s request all Intellectual Property provided in connection with this Agreement. The foregoing license is subject to the terms of any licenses granted by others with respect to Intellectual Property not owned by AIG, the Parties hereto Company or their respective AffiliatesAffiliates that is required for or used in the provision or receipt of the Services or access to the Facilities in accordance with this Agreement. No license or right, express or implied, is granted under this Agreement by any Licensor to any Licensee or their respective Affiliates in or to their respective Intellectual Property except as expressly provided above in this Section 2.12(a), and all other rights are expressly reserved by each Licensor. (b) Subject to the limited license granted in Section 10(a2.12(a), in the event that any Intellectual Property is created, developed, written or authored created by a Party hereto Provider in connection with the performance or receipt of the Services by such Partyor provision of access to the Facilities, all right, title and interest throughout the world in and to all such Intellectual Property shall vest solely in such Party Provider unconditionally and immediately upon such Intellectual Property having been created, developed, written or authoredproduced, unless the Parties hereto agree otherwise in writing. (c) In the event that Except as otherwise expressly provided in this Agreement or in any Intellectual Property is created, developed, written or authored by a Party hereto or any of its Affiliates in connection with the performance or receipt of the Services by such Party in accordance with this other Transaction Agreement, such no Party hereby grants to the Party hereto that did not create, develop, write (or author such Intellectual Property, and its Affiliates, a limited, nonexclusive, nontransferable, irrevocable, royalty-free license (without the right to sublicense except as expressly provided herein), to use, subsequent to the Term, ) shall have any Intellectual Property developed for and used in connection rights or licenses with Services provided under this Agreement. The Party hereto that did not create, develop, write or author such Intellectual Property shall be entitled to grant sublicenses of the license granted pursuant to this Section 10(c) for the benefit of itself and its Affiliates to their vendors, contractors, subcontractors and other similar third-party service providers solely to the extent necessary for such third parties to perform services for such Party and its Affiliates. (d) To the extent title respect to any Intellectual Property that is the subject of Section 10(b(including software), vests, by operation of Law, in the Party hereto hardware or an Affiliate facility of the other Party. All rights and licenses not expressly granted in this Agreement or in such other Transaction Agreement are expressly reserved by the relevant Party. Each Party hereto that did not create, develop, write or author such Intellectual Property, such Party or Affiliate of the Party hereby assigns shall from time to time execute any documents and take any other actions reasonably requested by the other Party or its designated Affiliate all right, title and interest in such Intellectual Property and agrees to provide such assistance and execute such documents as such other Party may reasonably request to vest in such Party all right, title and interest in such Intellectual Propertyeffectuate the intent of this Section 2.12.