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.

Service Territory. Seller represents and warrants that the Company has Certificates of Public Convenience and Necessity (“CPCN”) granted by the DPSC for all areas where the Company provides wastewater services.

Shared Territory. For ​ after commercial launch of a Product in the Shared Territory, each Party may perform any of its Commercialization obligations under the Joint Commercialization Plan through one or more subcontractors, provided # such Party 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) all intellectual property with respect to Products developed in the course of performing any such work under the Joint Commercialization Plan to the Party retaining such subcontractor. ​, either Party may continue to use any such subcontractors only if the other Party and its Affiliates is not able and willing to take on those previously subcontracted obligations under the Joint Commercialization Plan.

Specific Responsibilities. The JDC shall develop the strategies for and oversee the Development of the Licensed Compounds or Licensed Products in the Territory, and shall serve as a forum for the coordination of Development activities for the Licensed Compounds or Licensed Products for the Territory. In particular, the JDC shall:

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 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:

relates to any Licensed Compound or Licensed Product or to the Development, Commercialization or Manufacture in the Territory or use of any Licensed Compound or Licensed Product.

“LICENSED TERRITORY” means the entire world.

Licensed Patents in a timely manner. Arcus shall not take any action during prosecution and maintenance of the Licensed Patents that would materially adversely affect any Patent or Licensed Know-How to be covered by or within the Licensed Patents, without WuXi’s prior written consent, such consent not to be unreasonably withheld or delayed, and Arcus shall file patent applications (based on Licensed Patents) in countries in the Territory as determined by Arcus. WuXi shall have the exclusive right to file, prosecute, and maintain all Licensed Patents in the Excluded Territory, at its sole expense and in its sole discretion, jointly in the names of WuXi and Arcus as applicable, and all other requirements of this Section 9.1.1 shall apply mutatis mutandis so that WuXi may exercise its reserved rights in the Excluded Territory.