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, intellectual property rights transfer agreement or any related agreements, in each case where all the parties to such agreement are one or more of the 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

The licenses granted in this Agreement with respect to any Licensed Program shall not terminate for any reason unless [[Organization A:Organization]] terminates the applicable Product License Schedule pursuant to Section 5.2 after [[Bank of America:Organization]] fails to pay in full the undisputed portion of license fees payable with respect to such Licensed Program under such Product License Schedule.

Upon and during the continuance of an Event of Default, each Grantor shall endeavor in good faith to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee.

Reference is made to that certain License, Development and Commercialization Agreement (the “License Agreement”) between Syndax Pharmaceuticals, Inc. (“Syndax”) and Kyowa Hakko Kirin Co., Ltd. (“KHK”), which the parties have executed on the date of this letter. Any capitalized terms used below that are not defined herein shall have the same meaning as set forth in the License Agreement.