except for Excluded Contracts, all Contracts (other than the Lease) primarily related to, or otherwise necessary for the operation of, the Business or the use of the Purchased Assets, and all rights related thereto (the “Seller Contracts”);

Background Technology. As between the Parties, # Unum will own all right, title and interest in and to the Unum Background Technology, and # SGI will own all right, title and interest in and to the SGI Background Technology.

Technology Transfer. The Parties expressly agree that they shall work together to transfer the Manufacturing Process to the Facility, including implementing the technology transfer plan set forth in Project Plan. Customer shall fully support such technology transfer as reasonably requested by Lonza. Customer shall (by such date as agreed between the Parties) supply to Lonza all such Customer Information, Customer Supplied Raw Materials, Customer Product Components and other information or materials that are listed in each Project Plan and may be reasonably required by Lonza to perform the Services. Lonza shall not be responsible for any delays arising out of Customer’s failure to provide such Customer Information, Customer Supplied Raw Materials, Customer Product Components and/or other information and/or materials reasonably required to perform the Services to Lonza.

Technology Transfer. During the Technology Transfer Term, ​ and Denali shall perform the obligations and roles of each Party as outlined in the Technology Transfer Plan attached hereto as Exhibit C with the intent of completing such obligations by the expiration of the Technology Transfer Term. During the Technology Transfer Term, ​ shall appoint a project team leader (PTL) who shall serve as the single point of contact for Denali. Such PTL shall be made available by telephone as reasonably requested and during normal ​ business hours for no more than ​, with the purpose of completing the

Information Technology . The information technology systems used by the Company (“IT Systems”) are designed, implemented, operated and maintained in accordance with customary industry standards and practices for entities operating businesses similar to the Business, including with the respect to redundancy, reliability, scalability and security. Without limiting the foregoing, # the Company has taken reasonable steps and implemented reasonable procedures to ensure that its IT Systems are free from Harmful Code, and # the Company has in effect industry standard disaster recovery plans, procedures and facilities for the Business and has taken all reasonable steps to safeguard the security and the integrity of its IT Systems. There have been no unauthorized intrusions or breaches of the security with respect to the IT Systems. The Company has implemented any and all security patches or upgrades that are generally available for the IT Systems.

Background Technology. As between the Parties, each Party shall own and retain all right, title and interest in and to any and all Information, Inventions, Patents and other intellectual property rights that are Controlled by such Party or any of its Affiliates or, with respect to Allergan, its or their Sublicensees, as of the Effective Date.

Licensing Technology. Upon closing of this Agreement, the Purchaser may, at its discretion, enter into one or more licensing agreements with other companies.

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.