Licensed Brands. The definition of “Licensed Brands” in [Section 1.01(a)] of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“Licensed Brands” means all brands of Miller Parent or its Subsidiaries set forth on [Schedule 2] hereto and any other sub-brands of such brands.

Licensed Trademarks. If Licensee elects to use any Licensed Trademark in connection with any Licensed Product, Licensee shall so notify Axsome in writing and Axsome shall provide to Licensee any trademark usage guidelines that Axsome may reasonably specify with respect to such Licensed Trademark. Licensee shall comply with and shall cause its Affiliates and Sublicensees to comply with such trademark usage guidelines in respect of any use of such Licensed Trademark.

Licensed Territory. SGI may perform Commercialization activities through one or more subcontractors without the prior written consent of Unum; provided that # SGI remains responsible for the work allocated to, and payment to, such subcontractors to the same extent it would if it had done such work itself; # the subcontractor undertakes in writing commercially reasonable obligations of confidentiality and non-use regarding Confidential Information that are substantially the same as those undertaken by the Parties with respect to Confidential Information pursuant to Article 15 hereof; and # the subcontractor undertakes in writing to assign or exclusively license back (with the right to sublicense) to SGI all intellectual property with respect to Products developed in the course of performing any such work .

Licensed Territory. SGI will pay to Unum non-refundable, non-creditable royalties on the amount of aggregate Net Sales of each Product, on a Product-by-Product basis in the Licensed Territory in each calendar year, as calculated by multiplying the applicable royalty rates set forth below by the corresponding amount of incremental Net Sales in the Licensed Territory of such Product in such calendar year.

Additional Imported Brands. Article V of the Purchase Agreement is hereby amended to include a new [Section 5.19], which shall read in its entirety as follows:

​ 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.

Licensed Intellectual Property. SDS represents and warrants to Chembio that # SDS has the full right, title and authority to grant to Chembio the License granted hereunder; and # to the best of SDS's knowledge and except as otherwise disclosed to Chembio, all such licensed rights existing as of the Effective Date are valid and enforceable.

“CST Brands” means CST Brands, Inc., a Delaware corporation.

Commercial Supply of Licensed Compounds or Licensed Products. After [[Organization A:Organization]] proceeds with the In-Licensing, [[Organization A:Organization]] shall have the sole right, at its expense, to Manufacture (or have Manufactured) and supply the Licensed Compound and Licensed Products for commercial sale in the Territory by [[Organization A:Organization]] and its Affiliates and Sublicensees, except to the extent otherwise provided in the Initial Development Plan and Budget or any Development Plan. Notwithstanding the foregoing, [[Organization A:Organization]] and ​ may enter into a supply agreement pursuant to which ​ shall supply to [[Organization A:Organization]] the Licensed Compounds or Licensed Products as a second source (the “Supply Agreement”) in such quantities as [[Organization A:Organization]] may order in accordance with the terms and conditions of such agreement. The Supply Agreement shall contain such pricing and terms as are reasonable and customary for similar supply agreements that shall be negotiated and agreed by the Parties in good faith.