Commercially Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Exchange and the other transactions contemplated by this Agreement. The Parties hereto will use their commercially reasonable best efforts and cooperate with one another # in promptly determining whether any filings are required to be made or consents, approvals, waivers, permits or authorizations are required to be obtained (or, which if not obtained, would result in an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from any governmental authorities or third parties in connection with the transactions contemplated by this Agreement, and # in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations. The Parties hereto shall mutually cooperate in order to facilitate the achievement of the benefits reasonably anticipated from the Exchange.

Best Efforts/Full-time. Executive will expend Executive’s best efforts on behalf of the Company, and will abide by all policies and decisions made by the Company, as well as all applicable federal, state and local laws, regulations or ordinances. Executive will act in the best interest of the Company at all times. Executive shall devote Executive’s full business time and efforts to the performance of Executive’s assigned duties for the Company, unless Executive notifies the Company’s Board of Directors (“Board of Directors”) in advance of Executive’s intent to engage in other paid work and receives the Board of Directors’ express written consent to do so. Notwithstanding the foregoing, Executive will be permitted to serve as an outside director on the board of directors for nonprofit or charitable entities, provided such entities are not competitive with the Company and subject to the provisions of Section 8 below.

Duties and Responsibilities; Best Efforts. While employed by ​, Executive shall perform such duties for and on behalf of ​ as may be determined and assigned to Executive from time to time by the Chief Executive Officer of ​ or the Board. Executive shall devote Executive’s full time and best efforts to the business and affairs of ​. During the term of Executive’s employment with ​, Executive will not undertake other paid employment or engage in any other business activity without the prior written consent of the Board.

Duties and Responsibilities; Best Efforts. While employed by ​, Executive shall perform such duties for and on behalf of ​ as may be determined and assigned to Executive from time to time by the Chief Executive Officer of ​ or the Board. Executive shall devote her full time and best efforts to the business and affairs of ​. During the term of Executive’s employment with ​, Executive will not undertake other paid employment or engage in any other business activity without the prior written consent of the Board.

Best Efforts. Employee agrees, as long as this Agreement is in effect, to devote her best efforts, time and attention to the business of Employer, and to the performance of such executive, managerial and supervisory duties as may be required of her during the term of this Agreement.

Best After Tax. If any payment or benefit Executive would receive pursuant to a Change in Control from the Company or otherwise (“Payment”) would # constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and # but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either # the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or # the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of current cash payments; reduction of deferred cash payments subject to Code Section 409A; cancellation of accelerated vesting of stock options; cancellation of accelerated vesting of stock awards other than stock options; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards.

Best-Net Cutback. In the event that any benefits payable to an Employee pursuant to the Plan (“Payments”) # constitute “parachute payments” within the meaning of [Section 280G]

Lonza shall exercise best commercial efforts to immediately reprocess or replace the Failed Batch.

Ovid shall use Reasonable Best Efforts to Develop Product at its own cost and risk.

Ovid shall use Reasonable Best Efforts to Commercialise Product at its own cost and risk and, in support of those efforts, shall provide the financial reports required under [Section 4.23].