Code. Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein; provided, that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such term contained in [Article 9] of the Code shall govern.

Code. The Internal Revenue Code of 1954, as amended.

Code. The term "Code" means the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference to any successor provision of the Code.

Code. "Code" means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

To the extent applicable to the performance of Ovid’s obligations under this Agreement and consistent with the laws of the U.S., Ovid warrants to adhere to the principles of Lundbeck’s Code of Conduct as stated on the following website;

In no event will cash compensation or expense reimbursement payments under this Policy be paid after the later of # the fifteenth (15th) day of the third (3rd) month following the end of the Company’s taxable year in which the compensation is earned or expenses are incurred, as applicable, or # the fifteenth (15th) day of the third (3rd) month following the end of the calendar year in which the compensation is earned or expenses are incurred, as applicable, in compliance with the “short-term deferral” exception under Code Section 409A. It is the intent of this Policy that this Policy and all payments hereunder be exempt or excepted from or otherwise comply with the requirements of Code Section 409A so that none of the compensation to be provided hereunder will be subject to the additional tax imposed under Code Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be so exempt or comply. In no event will the Company Group have any responsibility, liability or obligation to reimburse, indemnify, or hold harmless an Outside Director or any other person for any taxes imposed, or other costs incurred, as a result of Code Section 409A.

Code Section 409A. All Awards are intended to be exempt from, or in compliance with, Section 409A of the Code, and the regulations issued thereunder, and the Plan is to be construed accordingly. The Company reserves the right to take such action as the Company deems necessary or desirable to ensure Awards are exempt from, or comply with, Code Section 409A, and the regulations issued thereunder. Notwithstanding the foregoing, any employee or beneficiary receiving an Award shall be responsible for any taxes related to such distribution, including any taxes under Code Section 409A.

Code Section 409A. The term “Code Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and all Treasury Regulations and guidance promulgated thereunder.

The provisions of this Section shall apply only to the Source Code for the Licensed Programs. The Source Code for the [[Bank of America:Organization]] Customizations may be use by [[Bank of America:Organization]] without any of the restrictions set forth in this Section.

Participants are expected to adhere to ethical and honest business practices in accordance with the

Code Section 409A. The parties hereto intend that amounts payable under this Agreement shall be exempt from, or compliant with, Section 409A of the Code, and the provisions of this Agreement shall be construed and administered in accordance with such intent.

Code Section 409A Compliance. Notwithstanding any provision of this Agreement [[Organization A:Organization]] contrary:

Code Section 409A Compliance. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A and the regulations and guidance promulgated thereunder, # the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, # the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and # such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred.

Application of Code to Agreement. This Agreement has been entered into pursuant to the provisions of the Code. Any additional remedies available to Agent and Lenders under the applicable provisions of the Code not specifically included herein shall be deemed a part of this Agreement, and Agent and Lenders shall have the benefit of any such additional remedies.