Axsome Election to Not Prosecute or Maintain. If Axsome at any time decides to abandon or declines to continue prosecution or maintenance of the patents and applications in a particular country in the Territory for any Licensed Patent Right, Axsome shall provide Licensee with at least ninety (90) days’ prior written notice to such effect, and Axsome shall have no responsibility with respect to the prosecution or maintenance of the applicable Licensed Patent Right after the end of such ninety (90) day period. If Licensee gives written notice to Axsome before the end of such ninety (90) day period that Licensee elects to continue prosecution or maintenance, # Axsome, upon Licensee’s request and subject to Axsome’s obligations under any Upstream License with respect to such Licensed Patent Right, shall make reasonable efforts to timely execute such documents and perform such acts, at Licensee’s expense, as may be reasonably necessary to permit Licensee to prosecute and maintain, in Axsome’s name, such Licensed Patent Right at its sole expense and # Licensee shall keep Axsome advised on the status of the prosecution and maintenance of such Licensed Patent Right annually and at other times as reasonably requested by Axsome. If Licensee does not give written notice to Axsome before the end of such forty-five (45) day period that Licensee elects to continue prosecution or maintenance of such Licensed Patent Right, Axsome shall be entitled to allow such Licensed Patent Right to lapse or take any other action with respect thereto as may be required or permitted under any applicable Upstream License. For avoidance of doubt, nothing herein shall be construed to give Licensee the right to use Axsome’s Confidential Information in prosecuting Licensed Patent Rights or in connection with such prosecution without Axsome’s prior written consent.

Axsome Covenant. Axsome hereby covenants and agrees with Licensee that, during the Term, neither it nor any of its Affiliates, shall grant any license or right with respect to the Licensed Intellectual Property in the Territory which conflicts with the rights granted by Axsome to Licensee under [Sections 2.1.1 or 2.1.2].

If the Rights Holders in accordance with their written agreement elect not to file, prosecute, defend or maintain any patent or patent application or other potential protection for results or innovations within the Rights in any country, then the Rights Holders shall inform [[Organization A:Organization]] of such election and [[Organization A:Organization]] will have the right, but not the obligation, at its own expense and in its own name, to tils, prosecute, defend, and maintain such patent or patent application or seek other protection.

Review and Comment. Axsome shall use its commercially reasonable efforts to prosecute and seek to procure the grant of any of the Licensed Patent Rights that, as of the Effective Date are patent applications that have been filed, but not yet granted as patents, in each country of the Territory. Axsome shall keep Licensee advised on the status

Option of Licensee to Prosecute and Maintain Patents. Each Party shall give ​ days (​) advanced written notice to the other Party (the “Notified Party”) of any desire to cease prosecution and/or maintenance of the patents and patent applications set forth in [Schedule C] or [Schedule D] including a desire to not maintain pendency, in each country, of at least one member of the family of any such patent or application. If the Notified Party provides written notice, within the ​ days, of a desire to continue prosecution or maintenance of the patents and patent applications on which the other Party desires to cease prosecution and/or maintenance, then such other Party shall permit the Notified Party to do so at the expense of the Notified Party.

Subject to the following subsection, Customer will have the sole right and discretion to file (or not file), prosecute and maintain patent applications and patents claiming ​. Lonza will cooperate with Customer, at Customer’s expense, to file, prosecute, maintain, defend, and enforce patent applications and patents claiming any ​.

Indemnification by Axsome. Axsome will indemnify, defend and hold harmless Licensee, its Affiliates, sublicensees, contractors, distributors and each of its and their respective employees, officers, directors and agents (each, a “Licensee Indemnified Party”) from and EAST\200870719.16

Axsome Representations and Warranties. Axsome hereby represents and warrants to Licensee that, as of the Effective Date and except as disclosed in the disclosure schedule attached hereto as [Schedule 7.3] (the “Disclosure Schedule”):

Unum has the sole right to Prosecute and Maintain the Unum Background Patents, and SGI has no rights with respect thereto.

Agreement not to Sue. Except as required by law that cannot be waived, including but not limited to the rights afforded to Employee under Section 13, Employee agrees that she will not commence, maintain, initiate, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other Person to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or claim before any court, agency or tribunal against the Company or any Affiliate arising from, concerned with, or otherwise relating to, in whole or in part, Employee’s employment or separation from employment with the Company, or any of the matters discharged and released in this Agreement.