Axsome Grant of Right of Reference. Axsome hereby grants to Licensee a “Right of Reference,” defined substantially similarly as that term is defined in 21 C.F.R. § 314.3(b) (or any analogous Applicable Law recognized outside of the United States), to all regulatory filings Controlled by Axsome, its Affiliates or any of its or their sublicensees that relates to any Licensed Product to enable Licensee to conduct, to the extent permitted under [Section 3.3], Development activities with respect to the Licensed Products and for use by Licensee in connection with the filing and maintenance of Regulatory Approvals or applications for Regulatory Approvals, in each case, solely for the Licensed Products in the Territory, and Axsome shall and shall cause such Affiliates or sublicensees, as applicable, to provide a signed statement to this effect, if requested by Licensee, in accordance with 21 C.F.R. § 314.50(g)(3) (or any analogous Applicable Law recognized outside of the United States).

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]2]].

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

“Licensed Patent Rights” means any Patent Right in the Territory that # is Controlled by Axsome or any of its Affiliates as of the Effective Date or otherwise comes into the Control of Axsome or any of its Affiliates during the Term and # claims or discloses any # Licensed Compound or Licensed Product (including the composition of matter thereof), or # method of using any Licensed Compound of Licensed Product. Licensed Patent Rights includes, without limitation, the existing Patent Rights listed in [Schedule 1.50]. Notwithstanding the foregoing, any Patent Right Controlled by Axsome or its Affiliates pursuant to the grant by a Third Party to Axsome or such Affiliate of a license which license is not granted under an Upstream License (including those entered during the Term) shall not be included in Licensed Patent Rights.

Control. In the case of any Infringement Claim against Licensee (including its Affiliates or sublicensees) alone or against both Licensee and Axsome (including its Affiliates), Axsome will have the right, but not the obligation, to control the defense of such Infringement Claim, including control over any related litigation, settlement, appeal or other disposition arising in connection therewith. Licensee will cooperate with Axsome and will have the right to consult with Axsome concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation in which Licensee is a party at Licensee’s own expense. In the case of any Infringement Claim against Axsome alone, Licensee will have the right to consult with Axsome concerning such Infringement Claim, and Licensee, upon request of Axsome, will reasonably cooperate with Axsome at Axsome’s expense.

“Upstream Licenses” means those agreements to which Axsome or an Affiliate of Axsome is a party or becomes a party during the Term (whether initially or by assignment from a Third Party) and under which Axsome or such Affiliate has received an assignment of or been granted a license, with a right to grant sublicenses, under, certain of the Patent Rights included in the Licensed Patent Rights and/or certain of the Know-How included in the Licensed Know-How, provided that, any such agreement entered into by Axsome or an Affiliate of Axsome after the Effective Date, shall only be included as an Upstream License if Licensee, pursuant to [Section 2.1.5], agrees to include such agreement as an Upstream License and to pay to Axsome the Additional Upstream License Payments applicable thereto. Those Upstream Licenses existing as of the Effective Date are listed on [Schedule 1.86] and, for the avoidance of doubt, no additional payments are payable by Licensee to Axsome in relation thereto.

Reference. On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Existing Credit Agreement, as amended by this Amendment.

License and Right of Reference. Effective as of the Closing Date, the Seller, on behalf of itself, each Seller Affiliate and its and their respective transferees, successors and assigns: (a) (i) hereby grants to the Purchaser and its Affiliates, to the extent legally permissible and practicable, a worldwide, exclusive, irrevocable, perpetual, royalty-free, fully paid-up, non-transferable license (except in connection with a permitted assignment of this Agreement or any other Transactional Agreement), with the right to grant sublicenses through multiple tiers, under the Intellectual Property set forth on Part ​ of the Disclosure Schedule (the “Licensed Intellectual Property”) in connection with, and to the extent necessary for, the operation of the Purchaser’s flow cytometry business, including for the manufacture, sale and use of Products by or on behalf of Purchaser or its Affiliates, and # hereby covenants, to the extent legally permissible, not to commence or maintain anywhere in the world any action or proceeding against Purchaser or any of its Affiliates or its or their customers (solely in connection with such customers’ use of the Products as provided by Purchaser and its Affiliates) based upon assertion of infringement of any Intellectual Property or Technology owned by Seller or any Seller Affiliate as of the Closing Date by the operation of the Purchaser’s flow cytometry business, including by the manufacture, use, sale or importation of Products by or on behalf of Purchaser or its Affiliates, in substantially the same manner as conducted by the Seller and the Seller Affiliates as of the Closing Date; and # hereby grants to the Purchaser and its Affiliates, to the extent legally permissible and practicable, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up and non-transferable (except in connection with a permitted assignment of this Agreement or any other Transactional Agreement) right of reference to all Governmental Authorizations that are necessary for the operation of the Business by the Seller, Controlled by the Seller

Right of Reference or Use. Subject to the exclusive worldwide license with respect to Licensed Products granted to Allena hereunder, Allena hereby grants to Althea a non-exclusive Right of Reference or Use to the ALTU-237 IND for purposes other than Licensed Products. Allena agrees to sign, and cause its Affiliates to sign, any instruments reasonably requested by Althea in order to further effect such grant.

Licensee Election to Not Enforce or Defend. If Licensee fails to institute litigation or otherwise take steps to remedy Third Party Infringement within one hundred twenty (120) days of its receipt of notice, then Axsome will have the right, but not the obligation, upon twenty (20) days’ prior notice to Licensee, at Axsome’s expense, to institute any such litigation or take other steps to remedy Third Party Infringement, and any such litigation or steps will be at Axsome’s expense; provided that any recoveries (whether by way of judgment, settlement or otherwise) resulting from such litigation or steps relating to such Third Party Infringement, after deducting Axsome’s out of pocket expenses (including counsel fees and expenses) in pursuing such claim, will be retained by Axsome. Axsome will not, without the prior written consent of Licensee (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 or # requires Axsome to abandon any Licensed Patent Right. Licensee, upon request of Axsome, agrees to timely join in any such litigation, at Axsome’s expense, and in any event to cooperate with Axsome in such litigation or steps at Axsome’s expense. Licensee will have the right to consult with Axsome about such litigation and to participate in and be represented by independent counsel in such litigation at Licensee’s expense.