Elimination of Certain Commercial Restrictions. Article V of the Purchase Agreement is hereby amended to include a new [Section 5.20], which shall read in its entirety as follows:

Commercial Diligence. Licensee will use and will cause its Affiliates and Sublicensees, as applicable, to use Commercially Reasonable Efforts to Commercialize each Licensed Product in each country in the Territory where such Licensed Product is the subject of an existing Regulatory Approval or where Licensee or its designated Affiliates or Sublicensees seek and receive Regulatory Approval for such Licensed Product. To the extent that Licensee elects not to commercialize the Licensed Product (at all or for any indication) in any country in the Territory, Licensee shall notify Axsome of this decision and the business rationale therefore and, upon Axsome’s request, the Parties, in good faith, shall discuss such matter further.

Commercial Relationship. The Employee expressly recognizes that the Employee’s participation in the Plan and ​’s grant of the Award does not constitute an employment relationship between the Employee and ​. The Employee has been granted the Award as a consequence of the commercial relationship between ​ and ​’s Affiliate in Mexico that employs the Employee (“​‑Mexico”), and ​‑Mexico is the Employee’s sole employer. Based on the foregoing, # the Employee expressly recognizes that the Plan and the benefits the Employee may derive from participation in the Plan does not establish any rights between the Employee and ​‑Mexico, # the Plan and the benefits the Employee may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by ​‑Mexico, and # any modifications or amendments of the Plan by ​, or a termination of the Plan by ​, shall not constitute a change or impairment of the terms and conditions of the Employee’s employment with ​‑Mexico.

Commercial Transaction. Borrowers represent, warrant and acknowledge that the transaction of which this Agreement is a part is a commercial transaction and not a consumer transaction. Monies now or in the future to be advanced to or on behalf of Borrowers are not and will not be used for personal, family or household purposes.

SECTION # Elimination of Certain Commercial Restrictions. At the Closing, ABI and Buyer shall cause their respective Affiliates to take all action necessary (including the execution and delivery of mutually acceptable amendments, waivers and/or other instruments) such that all contractual restrictions on the ability of Buyer and its Subsidiaries to import, manufacture, distribute, market and/or sell any of # the Imported Brands or the Licensed Brands in the JV Territory or # the Miller-Branded Products in any territory or jurisdiction, which in either case are contained in the Central European Agreements shall have been terminated as of the Closing. For the avoidance of doubt, this [Section 5.20] and the termination of contractual restrictions contemplated hereby shall not limit or otherwise affect # any contractual restrictions contained in # this Agreement, # any Miller-JV Agreement or # any agreement entered into as contemplated by [Section 5.10] or # the application of such contractual restrictions to any products or categories of products other than the Imported Brands, the Licensed Brands or the Miller-Branded Products.

elimination of all restrictions on any restricted stock or deferred stock awards which would have lapsed through the conclusion of the Severance Period;

Elimination of Fractional Interests. Company shall not be required to issue stock certificates representing fractions of common stock upon the exercise of the Warrant Shares, nor shall it be required to issue scrip or pay cash in lieu of fractional interests, it being the intent of the Parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of Warrant Shares.

Restrictions. All shares of Restricted Stock (including any shares received by Participants thereof with respect to shares of Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall, in the terms of an applicable Program or the applicable Award Agreement, be subject to such restrictions and vesting requirements as the Administrator shall provide. Such restrictions may include, without limitation, restrictions concerning voting rights and transferability and such restrictions may lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria as selected by the Administrator, including, without limitation, criteria based on the Participant's continued employment, directorship or consultancy with the Company, the Performance Criteria, Company or Affiliate performance, individual performance or other criteria selected by the Administrator. By action taken after the Restricted Stock is issued, the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting of such Restricted Stock by removing any or all of the restrictions imposed by the terms of any Program or by the applicable Award Agreement. Restricted Stock may not be sold or encumbered until all restrictions are terminated or expire.

Restrictions. Until the expiration of the Restriction Period or the lapse of restrictions in the manner provided in Section 5 of this Agreement, Restricted Stock Units will be subject to the following restrictions:

Restrictions. During the Term and for ​ years thereafter (or, for any trade secret, for so long as the Disclosing Party maintains such trade secret as a trade secret as defined in the United States Defend Trade Secrets Act (USDTA [Section 15(a)] and under all other applicable Law), the Receiving Party will keep all of the Disclosing Party’s Confidential Information in confidence with the same degree of care with which the Receiving Party holds its own confidential information (but in no event less than a commercially reasonable degree of care). The Receiving Party will not use, directly or indirectly, the Disclosing Party’s Confidential Information for any purpose except in connection with the performance of its obligations and exercise of its rights under this Agreement. The Receiving Party has the right to disclose the Disclosing Party’s Confidential Information without Disclosing Party’s prior written consent to the Receiving Party’s Affiliates and their employees, subcontractors, consultants or agents who