Each Development Milestone Fee and each Sales Milestone Fee will be payable only once.

provided any Development Milestone or Commercial Milestone, as applicable, has been achieved on or before the date of expiration or the effective date of termination, any unpaid Development Milestone Payment or Commercial Milestone Payment shall remain due and payable and shall be paid within ten (10) Business Days of such date of expiration or termination.

Upon Successful Completion of the first Phase III Clinical Trial for Product (the “Development Milestone Event”), Ovid shall pay to Lundbeck Ten Million Dollars (USD 10,000,000) (the “Development Milestone Amount”).

2 Development Milestone Fee

If a Party acquires any new In-License after the Effective Date, such Party will bring such In-License to the attention of the JSC. If a potential In-License is brought to the attention of the JSC pursuant to this Section 10.7(c), the Parties will, through the JSC, discuss in good faith whether such In-License should be made available for use by the Parties pursuant to this Agreement for the Research, Development, Manufacture or Commercialization of Research Candidates, Development Candidates or Products. The Party to the In-License will propose, through the JSC, an equitable allocation of any non-product specific upfront payments, milestone payments or similar payments payable under the In-License (including, for example, an upfront payment to access technology, milestone payments that are not product specific or are payable upon the first product to achieve the applicable milestone event, etc.). Any upfront payments,

“OTOF Early Clinical Development Milestone Payment”

Signing Payment, and Milestone Payments. Simultaneous with the Parties’ execution of this Agreement, in addition to reimbursing TRIS via wire transfer for the ​ 2019 PDUFA Program Fee pursuant to [Section 2.2, AYTU] shall pay TRIS the Upfront Cash Payment via wire transfer of immediately available funds as directed by TRIS, and issue and deliver to TRIS stock certificates (or electronic delivery as may be requested by TRIS) for the Upfront Stock Consideration, which payments and issuance shall be non-refundable and non- creditable. In addition, AYTU shall pay the following non-refundable and non-creditable one- time milestone payments (each of which shall be payable by wire transfer in immediately available funds as directed by TRIS): # the NDA Approval Milestone following NDA Approval of CCP-08, as set forth in Section 2.1(b); # ​ payable on the earlier of # the third anniversary of the Effective Date and # the date when cumulative combined aggregate Net Sales of all Products since the Effective Date, by AYTU, its Subsidiaries and Sublicensees exceed ​, and # ​ if and when cumulative combined aggregate Net Sales of all Products since the Effective Date by AYTU, its Subsidiaries and Sublicensees exceed ​. For the avoidance of doubt, for purposes of each of the [foregoing clauses (ii) and (iii)])] cumulative combined aggregate Net Sales of the Products by AYTU and its Subsidiaries shall, in each such case, be calculated from the Effective Date through the applicable date of determination and no payment made or payable pursuant to any such clause shall be credited against or otherwise reduce any payment payable under another clause (so that total payments made and required to be made pursuant to this [Section 3.6(a)] when the milestones set forth in [Section 3.6(a)(i), (ii) and (iii)])])] are achieved shall aggregate ​.

Milestone Payments for Licensed Products. Subject to [Sections 4.4 through 4.8] below, once a payment has been made under any particular Milestone Event for a Licensed Product, achievement of that same Milestone Event for a different Licensed Product shall not trigger an additional payment obligation. With respect to each milestone achieved under this Agreement, and as set forth below, within thirty (30) days of the receipt of invoice from ​ for the first occurrence that each such milestone is achieved, Denali shall pay ​ the following:

Under the terms of the agreement, Ovid obtained worldwide development and commercialization rights for all indications of gaboxadol (now designated as OV101). Lundbeck will receive royalties on sales, certain milestone payments and become a minority shareholder in Ovid. All future development costs will be carried by Ovid. Additional financial terms were not disclosed.

Under the terms of the Agreement, CSPC Megalith agreed to grant an exclusive license to [[Organization B:Organization]] to develop and commercialize the Product in the Territory. CSPC Megalith will receive an upfront payment of US$7.5 million and is also eligible to receive up to US$130 million in development and regulatory milestone payments and up to US$555 million in sales milestone payments. The Group is also eligible to receive tiered royalty based on annual net sales of the Product in the Territory (including tiered double-digit percent in the United States).