Schedule # IP Rights

Third Party IP. To the extent that, after the Effective Date, Axsome comes into the Control of any Know-How or Patent Rights in the Territory by way of entering into an agreement with a Third Party pursuant to which Axsome acquires ownership of or a license, with the right to grant sublicenses under such Know-How or Patent Rights, where such Know-How relates to, or such Patent Rights claims or disclose any # Licensed Compound or Licensed Product (including the composition of matter thereof), or # method of using any Licensed Compound of Licensed Product, Axsome shall notify Licensee and Licensee may elect, by written notice provided to Axsome within thirty (30) days of Axsome’s notice to Licensee, whether or not to treat such agreement as an Upstream License and, as a result to, include such Know-How as part of the Licensed Know-How or such Patent Rights as part of the Licensed Patent Rights, provided, however, that in the event Licensee elects to so include such Know-How or Patent Rights in the Licensed Know-How or Licensed Patent Rights, respectively, Licensee, in addition to the payments Licensee is to make to Axsome pursuant to any other provision of this Agreement, including, Article 4 and Sections 3.6, 5.3, 5.4 and 5.5,shall reimburse Axsome for all payments (including upfront fees (to the extent reasonably allocable to the rights for the Territory, milestones, royalties and sublicensing fees) Axsome is required to pay to such Third Party as a result of the grant of a license under or to use or practice such Know-How or Patent Rights or Licensee’s use or practice of such Know-How or Patent Rights, including through the development or commercialization of any Licensed Compound or Licensed Product (“Additional Upstream License Payments”). If Licensee fails to timely make such election, the agreement entered into with such Third Party shall not be an Upstream License and such Know-How and Patent Rights shall not be included as part of the Licensed Know-How or Licensed Patent Rights, as applicable. For the avoidance of doubt, no additional payments will be made by Licensee in relation to Upstream Licenses in place as of the Effective Date.

Pre-Existing IP. Subject to the license and rights granted pursuant to [Sections 2.1.1, 2.1.2 and 2.1.3]3] and Section 2.2, each Party shall retain all right, title and interest in and to any Intellectual Property Rights that are Controlled by such Party prior to or independent of this Agreement.

Upon the termination of the CEO’s employment hereunder howsoever arising, the CEO will not for the duration of the Restricted Period and within the Restricted Territory either directly or indirectly (without the prior written consent of the Company):

Use of IP. During the term and in accordance with the terms of this Agreement, JUPITER shall have the exclusive right to use the IP (including US Patent number ​) solely in connection with JUPITER's manufacture, marketing, advertising, promotion and distribution of the Product. JUPITER's use of IP shall not create any right, title or interest therein. JUPITER shall not adopt, use, or register, whether as a corporate name, trademark, service mark or other indication of origin, any IP, or any word or mark confusingly similar to those contained in the IP in any jurisdiction. JUPITER hereby covenants and agrees that; # its use of IP will not dilute the IP; and # the IP will be used in accordance with AB’s specifications. JUPITER shall have right to use the JUPITER intellectual property in the marketing of the Products.

Except as set forth in [Section 4.13(b)] of the Company Disclosure Schedule, each Material Contract is in full force and effect and is a legal, valid, binding and enforceable obligation of the Company or a Subsidiary thereof, as the case may be, and, to the Knowledge of the Company, of the other party or parties thereto in accordance with its terms, except as enforceability may be limited by applicable Equitable Principles. None of the Company or a Subsidiary thereof, as the case may be, or, to the Knowledge of the Company, any other party or parties thereto is in breach of or default under (or is alleged to be in breach of or default under) in any material respect, or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute or result in a breach or an event of default, in any material respect, by the Company or any of its Subsidiaries under any Material Contract, or, to the Knowledge of the Company, by the other party or parties thereto. No party to any Material Contract has given the Company written notice of its intention to cancel, terminate, materially change the scope of its rights under or fail to renew any Material Contract. Except as set forth in [Section 4.13(b)] of the Disclosure Schedule, the Company has made available to Purchaser complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder).

non-exclusive licenses of IP Rights (other than any IP Rights related to BioThrax or NuThrax) on customary terms consistent with the ordinary course of business in the biotechnology industry;

No Infringement of Third Party IP Rights. (A) Neither the Seller nor any Seller Affiliate is infringing, misappropriating or otherwise violating or making unlawful use of any Intellectual Property of any other Person in connection with the manufacture, use, commercialization, sale or import of any Product or the Product IP or the Transferred Technology, # no Product infringes or violates any Intellectual Property of or contains any Intellectual Property misappropriated from, any other Person, and # to the Knowledge of the Seller, there is no basis for a claim alleging any of the foregoing.

any restrictions regarding licenses or sublicenses by the Borrower and the Restricted Subsidiaries of IP Rights in the ordinary course of business (in which case such restriction shall relate only to such IP Rights);

“IP Rights” has the meaning specified in [Section 5.17].