Distribution Agreement dated April 27, 2010, between IPSCO and Toolpushers Supply Co., as amended

and both the terms of this Agreement and the terms of the Supply Agreement, the terms of this Agreement shall prevail.

In the event that a supply arrangement is entered into between the parties, such supply arrangement shall include reasonable allocation of available supply of the Compound or Product that prioritizes Commercialization and the Development Plan and the price of such supply to Neuren shall fairly recover the fully-burdened cost to ACADIA of providing such supply.

all material agreements pursuant to which the Seller or any Seller Affiliate receives or grants, with respect to the Business, a license to Intellectual Property from or to any other Person (other than # commercially available software or software-as-a-service agreements or # licenses or grants of rights ancillary to commercial agreements entered into in the Ordinary Course of Business (including with respect to customer, supply, distribution, retail and marketing agreements)).

“Manufacturing and Supply Agreement” shall have the meaning set forth in [Section 1.10(b)(vii)].

“SGI Antibodies Clinical Supply Agreement” has the meaning set forth in Section 9.3(c)(i).

#Section 12(a) of the Supply Agreement is hereby amended by adding the following sentence:

Any dispute arising under this Agreement shall be resolved in accordance with the Dispute Resolution provision in the Supply Agreement.

4.1Compliance with Laws. Supplier shall supply to Purchaser Supply Deliverables that are manufactured in compliance with all applicable present and future orders, regulations, requirements and laws of any and all federal, state, provincial and local authorities and agencies of the territory or territories where such Supply Deliverables are manufactured, including without limitation all laws and regulations of such territories applicable to the transportation, storage, use, handling and disposal of hazardous materials. Supplier shall obtain and maintain (and shall cause its vendors to obtain and maintain) all government permits, including without limitation health, safety and environmental permits, necessary for the conduct of the actions and procedures undertaken to supply the Supply Deliverables during the Term of this Agreement.

“Supply Agreements” means the supply agreements contemplated in Section 9.3 and Section 9.4.