an exclusive (including with regard to ​ and its Affiliates except as provided in Section 5.7) license with respect to an anti-IL6R Nanobody, with the right to grant sublicenses in accordance with Section 5.4, under the ​ Nanobody Patents, solely to Exploit the Licensed Compound and Licensed Products in the Field in the Territory;

Overview. As of the Effective Date, Licensee shall be solely responsible for the Development and Commercialization, including all costs thereof, of the Licensed Product in the Field in the Territory. Licensee shall perform all of its Development activities in accordance with any IND for the Licensed Product and with all applicable laws, rules and regulations.

UNIVERSITY hereby grants to LICENSEE and its AFFILIATES to the extent of the LICENSED TERRITORY a non-exclusive right and license to use UNIVERSITY TECHNOLOGY in the LICENSED FIELD, with the right to sublicense, subject to all the terms and conditions of this LICENSE AGREEMENT. Nothing herein shall constitute a sale of the UNIVERSITY TECHNOLOGY.

LICENSING AND RESEARCH COLLABORATION AGREEMENT THIS AMENDMENT AGREEMENT NO.1 (the “Amendment Agreement”) is made the 24 day of Jan, 2017

Licensed Software Ownership. ​ acknowledges and agrees that Kx owns all right, title and interest in the Licensed Software and in all of Kx’s patents, trademarks, trade names, inventions, copyrights, know-how and trade secrets relating to the design, manufacture and operation of the Licensed Software. The use by ​ of such proprietary rights is authorized only for the purposes herein set forth and upon termination of this OEM Agreement for any reason, such authorization will cease except as otherwise provided herein.

“Maintenance Services” are the services described in this section 6. Kx will continue to provide Maintenance Services for the Kdb Software through December 31, 2020. Kx will provide Maintenance Services for the Kdb+ Software subject to section 6.7 below. Kx will provide Maintenance Services to ​, but not to ​ Customers. Maintenance Services for the Kdb+ Software are provided for the most recent Update for so long as it is the most recent Update and then for one year after release of the next Update.

Licensed Software Warranty. Kx warrants to ​ only, and not to ​ Customers or any other third party, that the Licensed Software will perform in substantial 4’accordance with the Documentation for a period of ​ from the Effective Date (“Warranty Period”). Kx does not warrant and hereby disclaims any implied warranty that the operation of the Licensed Software will be error free or uninterrupted.

​ CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

(i) [Schedule 1.50] sets forth a true and complete list of all Patent Rights owned or otherwise Controlled by Axsome or its Affiliates that relate to the Licensed Products or use in the Field, # Axsome is not aware (with no duty of investigation) of any issued patents in the Territory not Controlled by Axsome, which issued patents relate to and would be infringed by the Commercialization of the Licensed Products (in the form as they exist on the Effective Date) for use in the Field in the Territory; and # Axsome or its Affiliates have timely paid all filing and renewal fees payable with respect to such Patent Rights;

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.