Commercial Milestone Payments. Licensee shall pay to Axsome the following commercial milestone payments (each, a “Commercial Milestone Payment”) upon the achievement of the corresponding level of cumulative Net Sales of the Licensed Products in the Territory (the “Commercial Milestone”), whether achieved, individually or collectively, by Licensee, Licensee’s Affiliate(s) or its or their Sublicensees. Licensee shall promptly (but in no event later than seven (7) Business Days after) notify Axsome in writing of the achievement of any such Commercial Milestone and Licensee shall pay Axsome in full the corresponding Commercial Milestone Payment within thirty (30) days of Axsome’s invoice for such achievement thereof. For the avoidance of doubt, each Commercial Milestone will only be paid once.

Commercial Tort Claims. No Loan Party has any commercial tort claims except as set forth on [Schedule 5.26] hereto.

Commercial Tort Claims. On the date hereof, no Grantor holds any Commercial Tort Claim which might reasonably result in awarded damages (less any and all legal and other expenses incurred or reasonably expected to be incurred by such Grantor) that is not listed on [Schedule 7]. Each Grantor will promptly give notice to Lender of any Commercial Tort Claim that is commenced in the future and will promptly execute or otherwise authenticate a supplement to this Agreement, and otherwise take all necessary action, to subject such Commercial Tort Claim to the First Priority security interest created under this Agreement. The foregoing shall apply only to Commercial Tort Claims that satisfy the following requirements: # the monetary value claimed by or payable to the relevant Grantor in connection with such Commercial Tort Claims shall exceed $100,000 in the aggregate for all such Commercial Tort Claims, and either (ii) (A) such Grantor shall have filed a lawsuit or counterclaim or otherwise commenced legal proceedings (including, without limitation, arbitration proceedings) against the Person against whom such Commercial Tort Claims are made, or # such Grantor and the Person against whom such Commercial Tort Claims are asserted shall have entered into a settlement agreement with respect to any such Commercial Tort Claims. In addition, to the extent that the existence of any Commercial Tort Claim held or acquired by any Grantor is disclosed by such Grantor in any public filing with the SEC, or to the extent that the existence of any such Commercial Tort Claim is disclosed in any press release issued by any Grantor, then, upon the request of Lender, the relevant Grantor shall, promptly after such request is made, transmit to the Lender a writing signed by such Grantor containing a brief description of such Commercial Tort Claim and granting to the Lender in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Lender.

Commercial Tort Claims Borrowers shall promptly notify Agent in writing if any Borrower has a Commercial Tort Claim related to any Collateral (other than, as long as no Default or Event of Default exists, such a Commercial Tort Claim for less than $100,000), shall promptly amend [Schedule 9116] to include such claim, and shall take such actions as Agent deems appropriate to subject such claim to a duly perfected, first priority Lien in favor of Agent For the avoidance of doubt, # so long as no Dominion Trigger Period is in effect, the Borrowers shall retain any proceeds received from the resolution of a Commercial Tort Claim and # Agent shall release any Lien granted in favor of Agent with respect to a Commercial Tort Claim upon receipt of evidence that such claim has been extinguished.

Commercial Tort Claims. Set forth on [Schedule 5.21(e)], as of the Effective Date and as of the last date such Schedule was required to be updated in accordance with [Section 6.02], is a description of all Commercial Tort Claims of the Loan Parties (detailing such Commercial Tort Claim in such detail as reasonably requested by the [[Administrative Agent:Organization]]).

Elimination of Remaining Fronting Exposure. At any time that there exists a Defaulting Lender with a Revolving Facility Commitment, # immediately upon the request of the Administrative Agent or the Issuing Bank, the Borrowers will deliver to the Administrative Agent cash collateral in an amount sufficient to cover all Fronting Exposure of the Revolving L/C Exposure (after giving effect to Section 2.23(1)(d)) which will be held as security for the reimbursement obligations of the Borrowers with respect to the Revolving L/C Exposure and # immediately upon request of the Administrative Agent or the Swingline Lender, the Borrowers will repay an amount of Swingline Loans sufficient to eliminate the Fronting Exposure of the Swingline Lender.

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. All Restricted Shares issued under this Plan will be subject to such restrictions as the Committee may determine, which may include, without limitation, the following:

Restrictions. The Restricted Period may differ among Participants and may have different expiration dates with respect to portions of Shares covered by the same Award. Subject to the terms of the Plan, Awards of Restricted Stock and Restricted Stock Units shall have such restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive any dividend or other right or property), which restrictions may lapse separately or in combination at such time or times, in installments or otherwise (including the achievement of performance measures as determined by the Committee), as the Committee may deem appropriate. Any Shares or other securities distributed with respect to Restricted Stock or which a Participant is otherwise entitled to receive by reason of such Shares shall be subject to the restrictions contained in the applicable Award Agreement. Subject to the aforementioned restrictions and the provisions of the Plan, a Participant shall have all of the rights of a stockholder with respect to Restricted Stock.

RESTRICTIONS. By accepting the award of shares under this Plan, Participant agrees and consents to the following additional restrictions: