[Section 5.1] (Commercial Diligence) of the License Agreement. [Section 5.1] of the License Agreement is hereby amended and restated to read in its entirety as follows:

Trademark license

Cancellation and Retirement of NOVA business license. As of the Effective Time of the Acquisition, NOVA shall transfer its business license to UBI as the sole licensee.

“Intercompany License Agreement” means any cost-sharing agreement, commission or royalty agreement, license or sub-license agreement, distribution agreement, services agreement, IP Rights transfer agreement or any related agreements, in each case where all the parties to such agreement are one or more of the Lead Borrower and any Restricted Subsidiary thereof.

Notwithstanding the foregoing, any Know-How Controlled by Axsome or its Affiliates pursuant to the grant by a Third Party to Axsome or such Affiliate of a license which license is not granted under an Upstream License (including those licenses entered during the Term) shall not be included in Licensed Know-How.

“Inbound License Agreement” means a Contract pursuant to which the subject Person is granted a license or other rights under the Intellectual Property Rights of a third party.

Liens arising out of any license, sublicense or cross license of IP Rights to or from the Borrower or any Restricted Subsidiary in the ordinary course of business;

The Licensee agrees to pay to the Licensor a license fee and the details of license fee and the form of payment are set forth in [Appendix 2].

EXCLUSIVE LICENSE AGREEMENT

#[[Organization A:Organization]] hereby grants [[Bank of America:Organization]] a nonexclusive, worldwide, irrevocable, perpetual license to install, use, execute and copy the Software described in each Product License Schedule as necessary to conduct [[Bank of America:Organization]] business in accordance with the terms and restrictions of this Section and any special terms and restrictions stated on the applicable Product License Schedule.