an exclusive (including with regard to UroGen and its Affiliates), royalty-bearing license (or sublicense), with the right to grant sublicenses in accordance with Section 2.2, under the UroGen Patents and the UroGen Know-How to # research, develop, have developed, make, have made, use or import the RTGel Components in the Field in the Territory solely to make Licensed Products in the Field in the Territory and # Exploit the Licensed Products in the Field in the Territory; ​ = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Subject to Section 7.1.5, a non-exclusive license, with the right to grant sublicenses in accordance with Section 5.4, to use ​ Corporate Names solely as required to Exploit the Licensed Compounds or Licensed Products in the Field in the Territory and for no other purpose.

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.

Licensee shall oversee, monitor and coordinate all regulatory actions, communications and filings with, and submissions to, the FDA and other regulatory authorities in the Field in the Territory with respect to Licensed Product.

Licensee shall provide, disclose and transfer to Axsome all data obtained or collected solely to the extent such data or information relates to the Development or Commercialization of Licensed Products and is necessary to permit Axsome or Axsome’s designee to continue to Develop and Commercialize Licensed Products in the Field in the Territory;

Licensee shall transfer and assign to Axsome all Regulatory Approvals and other regulatory filings relating to any Licensed Product and to the extent that any such Regulatory Approval or other regulatory filing is necessary to permit Axsome to continue to Develop or Commercialize such Licensed Product in the Field in the Territory;

“DRL Licensed IP” means the IP and Know-How that DRL Controls on the Effective Date or during the Term that is necessary or reasonably useful to Develop, Commercialize, manufacture and otherwise exploit the Product and the Final Product in the Field. For clarity, the DRL Licensed IP shall include the Technical Package.

“Field” shall mean the use of the Licensed Compound or the Licensed Product to treat or prevent any disease, disorder or condition in humans only; except that it shall not include research, development, manufacture, import, marketing, distribution or sale of the Licensed Compound or Licensed Product for the acceleration or promotion of healing of wounds (including chronic wounds), the prevention or reduction of scarring, or the treatment or prevention of fibrotic disorders; at any body sites.

an exclusive (including with regard to ​ and its Affiliates except as provided in Section 5.7) license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 5.4, under the Regulatory Approvals and any other Regulatory Documentation that ​ or its Affiliates may Control with respect to the Licensed Compounds or Licensed Products as necessary for purposes of Exploiting the Licensed Compound and Licensed Products in the Field in the Territory; and

Commercializing Party. As between the Parties, Allergan (itself or through its Affiliates or its or their Sublicensees) shall have the sole right to Commercialize Licensed Products in the Field in the Territory at its sole cost and expense.