Exclusive License Grant. Subject to the terms of this Agreement, Axsome hereby grants to Licensee # an exclusive, sublicensable (subject to [Section 2.1.6]) license under the Licensed Intellectual Property (other than the SK Intellectual Property) and # an exclusive, sublicensable (subject to [Section 2.1.6]) sublicense under the SK Intellectual Property, in each case ((a) and (b)), to use, have used, Develop and have Developed (in each case solely for purposes of seeking or maintaining Regulatory Approvals of the Licensed Product in the Territory or supporting the Commercialization of the Licensed Product in the Territory in the Field), Manufacture and have Manufactured (in each case solely for purposes of Manufacturing Licensed Product to be Commercialized by Licensee, its Affiliates or Sublicensees in the Territory for use in the Field pursuant to this Agreement), Commercialize, have Commercialized, import and have imported Licensed Products in the Field in the Territory. Such license and sublicense grants are exclusive even as to Axsome; provided, however, that, without limiting the right of Licensee to conduct Development of Licensed Products in the Territory, each of Axsome, its Affiliates and its Upstream Licensors shall have the right # to conduct research or to Develop or have Developed (but not to Commercialize or have Commercialized) Licensed Products in the Territory and # to Manufacture of have Manufactured in the Territory Licensed Compound or products containing the Licensed Compound solely for Commercialization or use outside of the Territory.

Trademark License. Subject to the terms of this Agreement, Axsome hereby grants to Licensee an exclusive (in the Territory), sublicensable (subject to [Section 2.1.6]), license to use the Licensed Trademarks solely in connection with the exercise of Licensee’s rights under Section 2.1.1 for the Commercialization in the Territory of the Licensed Products for use in the Field and solely as set forth in Sections 3.5 and 5.3.