Third Party Infringement. If either Party has a reasonable basis to believe that a Third Party is or may be engaging in commercially significant infringement of any Licensed Trademark in the Territory, such Party shall notify the other Party in writing and provide it with any evidence of such infringement that is reasonably available. Licensee shall have the right and option to respond to any infringement or potential infringement with respect to any Licensed Trademark that Licensee is using in the Territory by appropriate steps, including filing an infringement suit or taking other similar action, and shall notify Axsome of, and consult with Axsome from time to time regarding, any such suit or other action. Axsome shall provide reasonable assistance to Licensee, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow Licensee to maintain the action. Any amounts recovered by Licensee pursuant to this [Section 5.3.2], whether by settlement or judgment, shall first be used to reimburse Licensee for the costs of such enforcement action and the remainder, if any, shall be retained by Licensee for its own account, provided that # such recoveries treated as Net Sales in the Calendar Quarter in which they are received for all purposes under this Agreement.

Third Party Beneficiary. Licensee agrees that SK Biopharmaceuticals shall be a third party beneficiary of the rights granted to Axsome and the obligations undertaken by Licensee under this Agreement (including those under Article 6 and Sections 5.2 and 9.5), and shall, to that extent, have the right to enforce this Agreement against Licensee directly to the extent SK Biopharmaceuticals may deem such enforcement necessary or advisable to protect its rights hereunder or under the Upstream License for which SK Biopharmaceuticals Co., Ltd. is the Upstream Licensor.

Third Party Beneficiaries. Each Recordati Releasee and each ARS Releasee will be an express beneficiary of the rights and releases granted under this Section 6 (Mutual Release of Claims) and will be entitled to rely on the same as a defense to any suit brought against such Recordati Releasee or ARS Releasee, as applicable, in contravention of the provisions of this Section 6 (Mutual Release of Claims), without regard to the fact that such Recordati Releasee or ARS Releasee, as applicable, may not be a party to this Agreement.

Third Party Claims. Regeneron shall have the sole right and responsibility for defending against any alleged, threatened, or actual claim by a Third Party that the use or registration of the Product Trademarks in the Territory infringes, dilutes, misappropriates, or otherwise violates any trademark or other right of that Third Party or constitutes unfair trade practices or any other like offense, or any other claims as may be brought by a Third Party against a Party in connection with the use of the Product Trademarks with respect to a Product in the Territory. Regeneron shall bear the costs and expenses relating to any defense commenced pursuant to this [Section 8.9.3] and any settlements and judgments with respect thereto, and shall retain any damages or other amounts collected in connection therewith.

Third Party Representations. Each of the representations and the warranties made by Guarantor in the Environmental Indemnity, the Guaranty and (if applicable) any other Loan Documents to which Guarantor is a party are true, complete and correct in all material respects.

Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Third Party Payments. The Parties acknowledge that during the Term, the JSC may determine that planned activities or product features under this Agreement with respect to Research Candidates, Development Candidates or Products may require or benefit from a license under additional Patents, Know-How or Materials of Third Parties (an “In-License”); provided that # Unum will be solely responsible for entering into any In-Licenses relating solely to ACTR T-cells, # SGI will be solely responsible for entering into any In-Licenses relating solely to the SGI Antibodies and # the Parties will discuss which Party is the most appropriate with respect to any other In-License, including any In-License relating to the combination of ACTR T-cells and the SGI Antibodies. The Parties agree that all payments to any Third Party in respect of any In-License, Unum Existing In-Licenses and SGI Existing In-License will be deemed a “Third Party Payment” and subject to this Section 10.7. Responsibility for In-Licenses, Unum Existing In-Licenses, SGI Existing In-License and Third Party Payments will be as follows:

Third-Party Activities. To Unum’s knowledge, there are no activities by Third Parties that would constitute infringement or misappropriation of the Unum Background Technology (in the case of pending claims, evaluating them as if issued).

Third-Party Activities. To SGI’s knowledge, there are no activities by Third Parties that would constitute infringement or misappropriation of the SGI Background Technology (in the case of pending claims, evaluating them as if issued).

Third-Party Consents. To the extent required under the terms of any existing contracts, all third-party approvals and consents shall have been obtained to the sale of the Shares and the sale of a controlling interest in BITCENTRO to GMPW.