Account Information from Third Party Sites. Merchant and Principal(s) authorize Purchaser to retrieve company and personal information, respectively, from third-party financial institutions with which Merchant or Principal(s) have relationships. Purchaser may work with one or more online financial service providers under contract to access this account information and review bank statements, including Yodlee, Inc. and Clarilogic, Inc. d/b/a DecisionLogic (“Approved Service Providers”).

Third Party Information. The Executive recognizes that the Company and Related Entities have received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the part of the Company or Related Entities to maintain the confidentiality of such information and to use it only for certain limited purposes. Except as otherwise provided in ​ of this Agreement, the Executive agrees at all times during the Executive’s employment and thereafter to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Executive’s work for the Company consistent with the obligations of the Company or Related Entities with such third party.

Third Party Confidential Information. Advisor recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Advisor agrees that Advisor owes the Company and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Services for the Company consistent with the Company’s agreement with such third party.

Third Party Confidential Information. Neither Party shall disclose to the other Party any confidential or proprietary information or intellectual property that it holds in confidence on behalf of any third party unless such disclosing Party first obtains the consent of such third party and enters into a separate three-party confidentiality agreement with the receiving Party covering that disclosure. Neither Party shall represent to the other Party as being unrestricted any designs, plans, models, samples, or other writings or products that it knows are covered by valid patent, copyright, or other form of intellectual property protection belonging to a third party.

Third Party Confidential Information. Consultant agrees not to use any trade secrets or other confidential information of any other person, firm, corporation, institution or other entity in connection with any of the Consulting Services. Consultant shall not disclose to ​ any # unpublished results of research performed at Institution by Consultant or any

Account Party. The Borrowers hereby authorize and direct any Letter of Credit Issuer to name the Borrower as the “Account Party” therein and to deliver to the Agent all instruments, documents and other writings and property received by the Letter of Credit Issuer pursuant to the Letter of Credit, and to accept and rely upon the Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the application therefor.

By accepting these Terms and conditions, Merchant and Principal(s) authorize Purchaser and Approved Service Providers to access third party sites designated by Merchant and Principal(s), to retrieve information requested by Merchant, and to register for accounts requested by Merchant. Merchant hereby grants Purchaser and Approved Service Providers a limited power of attorney, and Merchant hereby appoints Purchaser and Approved Service Providers as Merchant's true and lawful attorney-in-fact, to access third-party internet sites, servers, or documents, retrieve information, and use Merchant's information, with the full power and authority to do and perform every act and thing necessary to accomplish those means. MERCHANT ACKNOWLEDGES AND AGREES THAT WHEN PURCHASER AND APPROVED SERVICE PROVIDERS ACCESS AND RETRIEVE INFORMATION FROM THIRD PARTY SITES, PURCHASER AND APPROVED SERVICE PROVIDERS ARE ACTING AS MERCHANT'S AGENT, AND NOT THE AGENT OF, OR ON BEHALF OF, THE THIRD PARTY AND AGREES TO HOLD PURCHASER AND APPROVED SERVICE PROVIDERS HARMLESS AGAINST ALL

CLAIMS THAT MAY ARISE AGAINST THE THIRD PARTY SITES. Merchant understands and agrees that the Service (as defined below) is not endorsed or sponsored by any third party account providers accessible through the Service.

Waiver of Recovery From Third Party Claims. You understand that nothing in this Agreement is intended to prevent you from exercising your rights to file a charge with, provide information to or cooperate with any administrative agency. Provided, however, you understand and agree that you hereby waive the right to personal relief based on any claim, cause of action, demand, charge or lawsuit brought by you or on your behalf, or by any third party, including as a member of a class or collective action, against any Released Party.

Third Party Infringement. Except as otherwise provided in this [Section 5.5], Licensee will have the first right, but not the obligation, to institute litigation or take other steps to remedy Third Party Infringement, and any such litigation or steps will be at Licensee’s expense. Licensee will not, without the prior written consent of Axsome (such consent not to be unreasonably withheld, delayed or conditioned), enter into any compromise or settlement relating to such litigation that # admits the invalidity or unenforceability of any Licensed Patent Right, # requires that any Licensed Patent Right be abandoned or # otherwise adversely affects the rights or interest of Axsome or, if applicable with respect to such Licensed Patent Right, the Upstream Licensor of such Licensed Patent Right. In order to establish standing, Axsome, upon request of Licensee, agrees to timely commence or to join in any such litigation or to request that the applicable Upstream Licensor join in such litigation, in each case at Licensee’s expense, and in any event to cooperate with Licensee in such litigation or steps at Licensee’s expense. Axsome and any applicable Upstream Licensor will have the right to consult with Licensee about such litigation and to participate in and be represented by independent counsel in such litigation at Axsome’s expense. Any recoveries obtained by Licensee in connection with any such litigation or steps taken in relation to such infringement shall first be used to reimburse Licensee for the reasonable out-of-pocket costs incurred by Licensee in litigating such Third Party Infringement and the remainder, if any, shall be retained by Licensee for its own account, provided that # such recoveries treated as Net Sales in the Calendar Quarter in which they are received for all purposes under this Agreement.