Breach of Upstream License. In the event that, as a result of any act or omission of Licensee or any of Licensee’s Affiliates or Sublicensees, Axsome is in breach of any Upstream License, Axsome shall so notify Licensee and if Licensee fails to cure such breach within sixty (60) days of such notice, Axsome may terminate this Agreement by written notice with immediate effect.

Upstream License, Axsome may share any such reports with the relevant Upstream Licensor.

“Upstream Licensor” means, with respect to an Upstream License, the Third Party under such Upstream License that has granted to Axsome or an Affiliate of Axsome 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. For clarity and without limiting the foregoing, SK Biopharmaceuticals is an Upstream Licensor.

“Additional Upstream License Payments” has the meaning set forth in [Section 2.1.5].

Distributions; Upstream Payments At any time a Restriction Trigger Period is in effect or would result therefrom, # declare or make any Distributions, except Upstream Payments; provided, however, so long as no Event of Default exists or would result therefrom, Distributions on the Common Stock shall not be completely limited, but rather, only limited to ​ in the aggregate per Fiscal Year, or # create or suffer to exist any encumbrance or restriction on the ability of a Subsidiary to make any Upstream Payment, except for restrictions under the Loan Documents, under Applicable Law or in effect on the Closing Date as shown on [Schedule 9.1.15]. The Borrower Agent shall provide prompt written notice to Agent of any Distribution consummated by a Borrower (describing in reasonable detail such Distribution) other than with respect to Upstream Payments or Distributions on Common Stock permitted pursuant to [clause (a) above].

Breach under Bellus License Agreement. In the event of any default, breach or violation by FB Health of the Bellus License Agreement, Bellus shall promptly notify ​ in writing of such breach, and ​ shall have the right, but not the obligation, to cure such default, breach or violation on behalf of FB Health within [ * ] after ​’s receipt from Bellus of written notification of such default, breach or violation. During such [ * ] cure period, Bellus shall not terminate the Bellus License Agreement as a result of such breach.

Notwithstanding the foregoing, any Know-How 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 licenses entered during the Term) shall not be included in Licensed Know-How.

License. Commencing on the Commencement Date, and so long as The Alexandria and the Project continue to be owned by affiliates of ARE, Tenant shall have the non-exclusive right to the use of the available Amenities in common with other Users pursuant to the terms of this [Section 42]. Tenant shall be entitled to 2.5 passes to the fitness center located at The Alexandria per 1,000 rentable square feet of the Premises for use by employees of Tenant employed at the Premises. If any employee of Tenant to whom a fitness center pass has been issued ceases to be an employee of Tenant at the Premises or any employee to whom an access card (which does not include a fitness center pass) has been issued ceases to be an employee of Tenant at the Premises, Tenant shall immediately upon such employee’s change in status collect such employee’s pass or access card, as applicable, and deliver it to Landlord along with written notice of such employee’s change in status.

License. During the Term, Landlord hereby grants to Tenant, and Tenant hereby accepts, a non-exclusive license (“License”), together with the other occupants of Suite A in the Building, to use those certain areas located within Suite A described as the “Shared Suite Area” on [Exhibit G], subject to the terms and provisions of this [Section 40]. The Shared Suite Area shall include those certain restrooms, lobby and break room shown on [Exhibit G].

Breach. Employee acknowledges and agrees that any material breach of this Agreement, or of any provision of the Confidentiality Agreement, shall entitle the Company immediately to recover and/or cease providing the consideration provided to Employee under this Agreement and to obtain damages, except as provided by law.