Any and all Project IP, other than mask work rights, that falls within the ​ Field of Use, whether solely or jointly developed, shall be owned solely by ​ (“​ Owned IP”). ​ hereby assigns to ​ all of the Project IP developed or co-developed by ​ pursuant to this Project Statement that falls within the ​ Field of Use.

Background IP. As between the Parties, ​ shall have exclusive ownership of ​’s Background IP, and ​ shall have exclusive ownership of ​’s Background IP.

WEC shall ensure that any assignment, sale or exclusive license of any portion of this Facility IP License is subject to the rights and obligations of Section 2 and the covenant not to sue in [Section 7(c)] (but only with respect to IP Improvements of such Facility IP made by Owners as of or before such assignment, sale or exclusive license (“Covenant IP Improvements”)), and in a manner, by operation of law or otherwise, such that any further assignee, purchaser or exclusive licensee of such Facility IP takes such Facility IP subject to the rights and obligations of Section 2 and the covenant not to sue in [Section 7(c)] (with respect to Covenant IP Improvements). WEC shall also be entitled to assign to any assignee, purchaser or exclusive licensee of any portion of the Facility IP the right to enforce this Facility IP License against Owners, to the extent it relates to the Use or disclosure of Facility IP. In addition to the foregoing, WEC shall ensure that any assignment, sale, or exclusive license of its interest in and to its Facility IP, or any portion thereof,

Trademark and IP Assignment: Seller hereby sells, assigns, transfers and conveys to

“IP Assignment Agreements” shall have the meaning set forth in [Section 1.10(b)(ii)].

Third Party IP. To the extent that, after the Effective Date, Axsome comes into the Control of any Know-How or Patent Rights in the Territory by way of entering into an agreement with a Third Party pursuant to which Axsome acquires ownership of or a license, with the right to grant sublicenses under such Know-How or Patent Rights, where such Know-How relates to, or such Patent Rights claims or disclose any # Licensed Compound or Licensed Product (including the composition of matter thereof), or # method of using any Licensed Compound of Licensed Product, Axsome shall notify Licensee and Licensee may elect, by written notice provided to Axsome within thirty (30) days of Axsome’s notice to Licensee, whether or not to treat such agreement as an Upstream License and, as a result to, include such Know-How as part of the Licensed Know-How or such Patent Rights as part of the Licensed Patent Rights, provided, however, that in the event Licensee elects to so include such Know-How or Patent Rights in the Licensed Know-How or Licensed Patent Rights, respectively, Licensee, in addition to the payments Licensee is to make to Axsome pursuant to any other provision of this Agreement, including, Article 4 and Sections 3.6, 5.3, 5.4 and 5.5,shall reimburse Axsome for all payments (including upfront fees (to the extent reasonably allocable to the rights for the Territory, milestones, royalties and sublicensing fees) Axsome is required to pay to such Third Party as a result of the grant of a license under or to use or practice such Know-How or Patent Rights or Licensee’s use or practice of such Know-How or Patent Rights, including through the development or commercialization of any Licensed Compound or Licensed Product (“Additional Upstream License Payments”). If Licensee fails to timely make such election, the agreement entered into with such Third Party shall not be an Upstream License and such Know-How and Patent Rights shall not be included as part of the Licensed Know-How or Licensed Patent Rights, as applicable. For the avoidance of doubt, no additional payments will be made by Licensee in relation to Upstream Licenses in place as of the Effective Date.

Pre-Existing IP. Subject to the license and rights granted pursuant to [Sections 2.1.1, 2.1.2 and 2.1.3]3] and Section 2.2, each Party shall retain all right, title and interest in and to any Intellectual Property Rights that are Controlled by such Party prior to or independent of this Agreement.

Upon the termination of the CEO’s employment hereunder howsoever arising, the CEO will not for the duration of the Restricted Period and within the Restricted Territory either directly or indirectly (without the prior written consent of the Company):

Use of IP. During the term and in accordance with the terms of this Agreement, JUPITER shall have the exclusive right to use the IP (including US Patent number ​) solely in connection with JUPITER's manufacture, marketing, advertising, promotion and distribution of the Product. JUPITER's use of IP shall not create any right, title or interest therein. JUPITER shall not adopt, use, or register, whether as a corporate name, trademark, service mark or other indication of origin, any IP, or any word or mark confusingly similar to those contained in the IP in any jurisdiction. JUPITER hereby covenants and agrees that; # its use of IP will not dilute the IP; and # the IP will be used in accordance with AB’s specifications. JUPITER shall have right to use the JUPITER intellectual property in the marketing of the Products.

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.