General Obligations. As an employee, you will be expected to adhere to the Company’s standards of professionalism, loyalty, integrity, honesty, reliability and respect for all. You will also be expected to comply with the Company’s policies and procedures. The Company is an equal opportunity employer.

. During the period commencing on the Closing Date and ending on ​ (the “Disclosure Period”), on at least a ​ Takeda shall promptly and fully disclose to Ovid in writing any material developments regarding the Development of the Products in the Field. Takeda shall reasonably cooperate with Ovid in responding to Ovid’s reasonable inquiries in connection with any such disclosure, to the extent reasonably necessary for Ovid to comply with its SEC reporting obligations. Additionally, during the Disclosure Period, Takeda shall notify Ovid prior to making any public announcement regarding the Products that would reasonably be likely to impact the timing of a Milestone Payment under [Section 7.1(b)(i) through (iv)], including the issuance of a clinical hold or the announcement of negative clinical data.

General Obligations of Takeda. Takeda shall, or shall cause its Affiliates or Third Parties on its behalf, in Takeda’s sole discretion, to perform its obligations under this Agreement in compliance with all Applicable Law, including all cGMPs, and in accordance with the Quality Agreement.

General Obligations of Company. Company shall obtain and maintain at its expense all licenses and permits as well as all Regulatory Approvals required for Company’s use of Bulk Drug Product in accordance with the terms of this Agreement and the License Agreement. Company shall, and shall ensure that its Affiliates, Third Party subcontractors and any employees and agents of Company involved in the use of Bulk Drug Product comply with the requirements and restrictions of any licenses and permits and Applicable Law concerning the use of Bulk Drug Product in the Territory.

. Takeda shall own and retain all right, title and interest in the Takeda Intellectual Property.

General Obligations of Takeda. Takeda shall, or shall cause its Affiliates or Third Parties on its behalf, in Takeda’s sole discretion, to perform its obligations under this Agreement in compliance with all Applicable Law, including all cGMPs, and in accordance with the Quality Agreement.

Takeda Background IP; Takeda Arising IP. As between the Parties, Takeda shall have the sole and exclusive right, but not the obligation, to initiate and manage any Action anywhere in the world relating to any Third Party Infringement of the Takeda Background IP and Takeda Arising IP at its sole expense.

19 Article 6 – TRADEMARKS

Takeda Background IP. As between the Parties, Takeda owns and Controls all right, title and interest in and to all Intellectual Property that is owned or Controlled by Takeda as of the Effective Date or generated or acquired outside the scope of this Agreement (“Takeda Background IP”).

General Obligations of Company. Company shall obtain and maintain at its expense all licenses and permits as well as all Regulatory Approvals required for Company’s use of Bulk Drug Product in accordance with the terms of this Agreement and the License Agreement. Company shall, and shall ensure that its Affiliates, Third Party subcontractors and any employees and agents of Company involved in the use of Bulk Drug Product comply with the requirements and restrictions of any licenses and permits and Applicable Law concerning the use of Bulk Drug Product in the Territory.