RCT hereby grants to Licensee the following nonexclusive, nontransferable (except as provided in Article 12) worldwide licenses: # a license under the RCT PATENT RIGHTS to produce or make NANOBODY PRODUCT and only NANOBODY PRODUCT (but not to have produced or made except as provided under Paragraphs 3.5, 3.6 and 3.7) and to use, sell, offer to sell, and import the thus produced NANOBODY PRODUCT; and # a license to use the EXPRESSION SYSTEM and to use the RCT EXPRESSION TECHNOLOGY to produce or make NANOBODY PRODUCT and only NANOBODY PRODUCT (but not to have produced or made except as provided under Paragraphs 3.5, 3.6 and 3.7) and to use, sell, offer to sell, and import the thus produced NANOBODY PRODUCT; subject to the limitations identified below. The foregoing licenses include, without limitation, the right to develop a MANUFACTURING PROCESS either on behalf of Licensee […​…], subject to Paragraphs CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...​...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Licensee Option to Negotiate. If Licensee determines, in its sole discretion, that, in order for Licensee, its Affiliates or sublicensees to engage in the Licensed Activities, it is necessary or desirable to obtain a license under one or more Patent Rights or other Intellectual Property Rights Controlled in the Territory by a Third Party, then Licensee shall notify Axsome and Licensee will have the right, but not the obligation, to negotiate and enter into a license or other agreement with such Third Party, provided that Licensee shall not seek to obtain any such license or rights with respect to the Licensed Compound or products containing the Licensed Compound outside of the Territory. All costs and expenses of assessing the need for, negotiating and obtaining any such license or other agreement shall be borne by Licensee and all fees and payments payable under any such license or other agreement shall be the sole responsibility of and paid by Licensee.

Record Keeping by Licensee. Licensee and its Affiliates shall keep complete and accurate records in sufficient detail to enable the royalties payable hereunder to be determined. Upon ​ days prior written notice from Merck, Licensee shall permit an independent certified public accounting firm of nationally recognized standing selected by Merck and reasonably acceptable to Licensee, at Merck’s expense, to have access during normal business hours to examine the pertinent books and records of Licensee, its Affiliates and/or sublicensees as may be reasonably necessary to verify the accuracy of the royalty reports hereunder. ​. Licensee may designate competitively sensitive information that such auditor may not disclose to Merck, provided, however, that such designation shall not encompass the auditor’s conclusions. The accounting firm shall disclose to Merck only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Merck. All such accounting firms shall sign a confidentiality agreement (in form and substance reasonably acceptable to Licensee) as to any of Licensee’s or its Affiliate‘s confidential information that such accounting firms are provided, or to which they have access, while conducting any audit pursuant to this Section 7.05(a).

Licensee Right to Negotiate. In the event Licensee or a Related Party obtains any license(s) or immunity from suit under the intellectual property of a Third Party in connection with the manufacture, distribution, use, sale, offer for sale or import of a Licensed Product, and if the total royalty burden exceeds ​ of annual Net Sales, then for every ​ above ​, Licensee will be entitled to reduce the royalty payable to Merck by ​ up to a maximum of ​ in total. In any event, Merck’s applicable royalty will never be reduced by more that ​.

Licensee represents and warrants that Licensee has the right and authority to enter into this Agreement and that this Agreement and the exercise of the licenses granted hereunder do not and will not conflict with the terms of any agreement to which Licensee is a party. Except as otherwise expressly set forth in this Agreement, Licensee, its directors, officers, employees, agents and affiliates make no representations and extend no warranties of any kind, either express or implied. In particular, and without limitation, nothing in this Agreement shall be construed as an obligation on the part of Licensee to furnish any manufacturing or technical information.

Representations and Warranties of Licensee. Licensee represents and warrants to UM as follows:

any negligence or misconduct by Licensee or sub-licensee or any officer, employee, representative or sub-contractor of Licensee or its sub-licensee; and/or

A responsible financial officer of Licensee, Licensee’s independent accounting firm, or the head of Licensee’s internal audit committee shall certify in writing that each such report is correct and complete. Licensee’s payment of the earned royalties based on Licensee’s, its AFFILIATES’, […​…] activities in the CALENDAR HALF-YEAR covered by the written report shall accompany the report. Licensee shall require its AFFILIATES […​…] to make appropriate reports to Licensee to enable Licensee to comply with this Paragraph.

any non-compliance with any applicable laws or regulatory requirements by Licensee, its sub-licensee or any officer, employee, representative or subcontractor of Licensee or its sub-licensee; and/or

any death or injury or product liability claim resulting from use of Licensor Patent by Licensee or its sub-licensee or resulting from sale or supply of any Licensed Product by Licensee or its sub-licensee.