Collaboration Inventions. Prior to the Effective Date of this Agreement, Nektar and BioXcel entered into a certain Collaborative Research Agreement, dated August 27, 2017 (“Research Agreement”). To the extent the ownership of intellectual property (including the rights of filing, prosecution, enforcement, maintenance and defense of any applicable Patent Rights) is related to the use of both the BioXcel Compound and the Nektar Compound, to the use of the BioXcel Compound, the Nektar Compound and the CPI Compound, or to a combination comprising the BioXcel Compound and the Nektar Compound, or a combination comprising the BioXcel Compound, the Nektar Compound and the CPI Compound, the Research Agreement is hereby superseded and replaced by the terms of this Agreement. All rights to Collaboration Inventions shall be allocated as follows:

Set forth on [Schedule 2.2(a)] hereto are the Development Expenses that have accrued or are expected to accrue as of the Settlement Date. No later than the ​, each of the Finance Officers of Ovid and Takeda shall agree on an estimate of the Development Expenses that will accrue, or will have accrued, under the Collaboration Agreement as of the Settlement Date and will determine a good faith estimate of # the Development Expenses incurred or to be incurred by Takeda as of the Settlement Date (the “Estimated Takeda Expenses”) and # the Development Expenses incurred or to be incurred by Ovid as of the Settlement Date (the “Estimated Ovid Expenses”), provided that in no event shall # Development Expenses estimated by Takeda on such revised schedules exceed the amounts set forth on [Schedule 2.2(a)], or (B) Development Expenses estimated by Ovid on such revised schedules exceed the amounts set forth on [Schedule 2.2(a)] by more than ​ in the aggregate. If the Estimated Ovid Expenses exceed the Estimated Takeda Expenses, Takeda shall pay an amount equal to ​ of such excess to Ovid on the Closing Date. If the Estimated Takeda Expenses exceed the Estimated Ovid Expenses, Ovid shall pay an amount equal to ​ of such excess to Takeda on the Closing Date. For clarity, with respect to ​ the calculation of Estimated Takeda Expenses or Estimated Ovid Expenses, as applicable.

Collaboration Managers. Within thirty (30) calendar days after the Effective Date, each Party will appoint and notify the other Party of the identity of a representative to act as its collaboration manager under this Agreement (the “Collaboration Manager”). The Collaboration Managers will serve as the primary contact points between the Parties for: # facilitating the flow of information, and # promoting communication, coordination and collaboration between the Parties hereunder. Each Party may replace its Collaboration Manager at any time upon written notice to the other Party.

Collaboration Scope. Subject to the terms and conditions of this TSA, during the Term, the Parties will collaborate on the Research and Development of one or more Customer Products, with each Customer Product being described in a written technical development plan to be approved by the JSC (each, a “Technical Development Plan” or “TDP”).

Collaboration Agreement. The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

Collaboration Products [ * ]. Notwithstanding anything to the contrary in this Article 7, in the event that [ * ] Collaboration Product in the Shared Territory [ * ] pursuant to Section [ * ], then Sections [ * ] (with the Parties’ [ * ]) to such Collaboration Product in the Shared Territory [ * ].

Collaboration Plans. Each of # the Research Activities and # the CMC Activities shall be carried out during the relevant Collaboration Term in accordance with the relevant Collaboration Plan. Each Collaboration Plan sets forth the responsibilities and activities to be performed by the Parties, details regarding each of the Parties’ deliverables and timetables for delivery of such deliverables. The Collaboration Plans may be modified by the JSC in accordance with [Section 3.5], provided that no such modification may materially increase the other Party’s obligations under such Collaboration Plan unless the Parties have agreed to such increase in accordance with [Section 21.11]. To the extent any terms in any Collaboration Plan should at any time conflict with the terms of this Agreement, the terms of this Agreement shall prevail.

Collaboration Targets. [Sections 3.3(c)(iv), 3.3(c)(vi) and 3.3(d)])])] are hereby deleted in their entirety and replaced with the following:

Collaboration Overview. Pursuant to this Agreement, the Parties have collaborated on the conduct of global Development activities prior to the Restatement Date, and after the Restatement Date [[EPIZYME:Organization]] shall continue to conduct global Development activities with respect to Licensed Compounds and Licensed Products and shall Commercialize the Licensed Products in the [[EPIZYME:Organization]] Territory and EISAI shall conduct [[Address B:Address]]-Specific Development Activities with respect to Licensed Compounds and Licensed Products and shall Commercialize the Licensed Products in the EISAI Territory (the “Collaboration”).

Collaboration Agreement. The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect as of the Closing.