Agreement Does Not Grant Retention Rights. Neither the granting of the Option, nor the exercise thereof, shall be construed as conferring upon the Participant any right to continue to be employed by or otherwise provide services to the Company or NTC for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any subsidiary of the Company) or of the Participant, which rights are hereby expressly reserved by each, to terminate the Participant’s employment or service to the Company or any subsidiary of the Company at any time and for any reason, with or without Cause;

Neither the award of Restricted Stock Units, nor any other action taken with respect to the Restricted Stock Units, shall confer upon the Grantee any right to continue in the employ or service of the Company or an Affiliate or shall interfere in any way with the right of the Company or an Affiliate to terminate Grantee’s employment or service at any time.

Subject to the terms and conditions of this Agreement, Lundbeck hereby grants to Ovid an exclusive (even as to Lundbeck), royalty-bearing, perpetual, sub-licensable (through multiple tiers) licence under the Licensed IP to research, have researched, Develop, have Developed, use, have used, make and have made (subject to [Section 5.10]), Commercialise and have Commercialised Compound and/or Product in the Field in the Territory (the “License”).

No Right to Continued Employment; Employment at Will. Employee acknowledges that he is employed at-will by the Company. This Agreement does not grant, and shall not be construed as giving, Employee the right to employment or continued employment for any certain period of time with the Company. Accordingly, either party shall have the right to terminate the employment relationship at any time for any reason, including termination prior to or following the payment of any retention incentive bonus. Employee and the Company agree that this Agreement does not create any rights in Employee beyond the potential right to payment of the Retention Incentive Bonus (as defined below).

No Employment Rights. The grant of the Award described in this Grant Agreement does not give the Grantee any rights in respect of employment with the Company or any Affiliate.

Rights Not Conferred. The Grantee shall have none of the rights of a stockholder with respect to the Restricted Stock Units, including the right to receive dividends or vote stock. Until distribution, the Company’s obligation will be merely that of an unfunded and unsecured promise of the Company to deliver Shares in the future, and the rights of the Grantee will be no greater than that of an unsecured general creditor. No assets of the Company will be held as collateral security for the obligations of the Company hereunder, and all assets of the Company will be subject to the claims of the Company’s creditors. Nothing contained in the Plan or in this Agreement shall confer upon the Grantee any right with respect to continued employment by the Company or any subsidiary thereof or interfere in any way with the right of the Company to terminate the employment of the Grantee at any time.

Rights Not Transferable. Rights under the Plan are not transferable by a Participant other than by will or the laws of descent and distribution, and are exercisable during the Participant’s lifetime only by the Participant.

Retention. As of the date hereof, the Company hereby retains and HFG hereby agrees to be retained as the Company’s advisor during the term of this Agreement. The Company acknowledges that HFG shall have the right, at its own expense, to engage third parties to assist it in its efforts to satisfy its obligations hereunder. Except as otherwise provided for herein, HFG shall not be responsible for any costs of services of any other third parties (including but not limited to legal counsel or other financial advisors) retained directly by the Company, its management and/or shareholders. In its capacity as an advisor to the Company, HFG is hereby agrees to:

Retention of Intellectual Property Rights. JUPITER acknowledges that AB is the owner of all IP. AB shall retain all right, title and interest in and to IP.

When Does Termination Occur. The Executive’s employment with ​ and the Employment Period will end on the earlier of # the Executive’s death or Permanent Disability, # the Executive’s resignation at any time with or without Good Reason, or # termination by ​ at any time with or without Cause. Except as otherwise provided herein, any termination of the Employment Period by ​ or by the Executive will be effective as specified in a written notice from the terminating Party to the other Party; provided, however, if the Executive’s employment with ​ is terminated during the Employment Period by ​ without Cause or by the Executive without Good Reason, the terminating Party must give the other Party at least thirty (30) days prior written notice. For avoidance of doubt, Executive’s voluntary retirement from ​ shall be deemed a resignation by Executive without Good Reason.