Licensee shall have the right, at Licensee’s sole discretion and expense, […​…] “LICENSEE PATENT RIGHTS”). It is acknowledged and agreed that […​…] (including, without limitation, the LICENSEE PATENT RIGHTS) shall […​…] except as expressly provided for herein, including in Paragraph 3.4.

Licensee understands that System comes equipped with Help files designed to provide instruction on System functions. Licensee also understands that two days of free training is available at the ​ offices at no additional charge to Licensee; acceptance of training is optional on purchase of a MarketPowerPRO license. Should Licensee desire custom programming at any future point, Licensee acknowledges that Licensor may require Licensee to come to the ​ offices for training on the use of the customizations (travel and lodging expense to be paid in full by Licensee).

All Licensee requested expenses incurred during development, such as: travel, food, accommodation, transfers and any other additional Licensee approved expenses will be pre-approved, pre-booked and pre- paid by Licensee. All other expenses incurred during development of the documentation, such as: travel, food, accommodation, transfers and any other additional Licensee approved expenses will be pre-booked or pre-paid by Licensee.

. Notwithstanding the foregoing, in the event the foregoing percentages of the amounts received by the Licensee from a sub-licensee in the form of a royalty on net sales of Products sold by or on behalf of the Sub-licensee does not equal a minimum of ​ percent (​) of Net Sales (calculated mutatis mutandis as if such Net Sales were made by Licensee), Licensee will be obligated to pay UM a royalty of ​ percent (​) of Net Sales by or on behalf of such Sub-licensee (calculated mutatis mutandis as if such Net Sales were made by Licensee), subject to reduction as set forth below.

Licensee Grant of Right of Reference. Licensee hereby grants to Axsome a “Right of Reference,” 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 made by or on behalf of, or otherwise owned or Controlled by or on behalf of, Licensee

Upon execution of each sublicense agreement, LICENSEE agrees to be fully responsible for the performance of its SUBLICENSEES hereunder, provided that the activities of any SUBLICENSEE of LICENSEE shall be deemed the acts of LICENSEE for purposes of satisfying LICENSEE’s obligations under Article 5 above.

Licensor hereby grants Licensee a non-exclusive license to use the System for as long as Licensee's account remains in good standing. Licensee does not become the owner of the System, nor does Licensee acquire the right to copy or alter the software or printed materials related to the System. Licensee agrees to be legally accountable for any violation of this License Agreement by Licensee.

. “LICENSEE PATENT RIGHTS” means all patent applications filed by Licensee (or its AFFILIATES […​…]) and owned or controlled by Licensee (or its AFFILIATES […​…]) in respect of LICENSEE EXPRESSION TECHNOLOGY and all patents issued or that may issue on such patent applications (including any continuation (in whole or in part) or divisional applications based on such patent applications, as well as all reissues, reexaminations, and extensions thereof) in respect of LICENSEE EXPRESSION TECHNOLOGY.

Licensee acknowledges that Licensor has not advised Licensee as to the legality and/or feasibility of its business and/or marketing methods. Licensee further acknowledges that Licensor has provided no accounting, financial, legal or tax advice to Licensee relating to the software or other services to be provided by Licensor.

LICENSEE may distribute or make the Software available to any Affiliates. Software may be either licensed by LICENSEE on behalf of Affiliates named in this Agreement (for which the LICENSEE will be jointly and severally liable) or at the discretion of the LICENSEE an Affiliate may execute a separate SLA.