Licensee’s Representations. Licensee hereby represents, warrants and covenants to Merck as follows:

Licensee’’s Right to Terminate. Notwithstanding anything contained herein to the contrary, Licensee shall have the unilateral right to terminate this Agreement in its entirety without cause at any time by giving ​ days advance written notice to Merck. In the event of such termination, the rights and obligations hereunder shall terminate; provided, however, that any payment obligations due and owing as of the termination date shall continue.

Participant’s Representations. The Participant represents to the Company that:

Participant’s Representations. The Participant agrees that, if he or she is a member of the Company’s Executive Leadership Group at the time a Period of Restriction lapses, and if at the time the Period of Restriction lapses, he or she has not satisfied the Company’s Stock Ownership guidelines, the Participant will continue to hold the Shares received (net of taxes) following the lapse until such time as the Participant has satisfied the Company’s Stock Ownership requirement.

Optionee’s Representations. If the Shares purchasable pursuant to the exercise of this Option have not been registered under the Securities Act, at the time this Option is exercised, Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit C.

Licensee Enforcement. In the event that either Licensee or Merck becomes aware of any alleged or threatened commercially material infringement in a country in the Territory of any issued patent within the Compound Patent Rights or Joint Patent Rights, it will notify the other Party in writing to that effect. Licensee shall have the first right (but not the obligation) to enforce any such Compound Patent Right or Joint Patent Right against any such infringer or alleged infringer, at its own expense, and control, and litigate and settle, such suit as set forth herein. Merck shall reasonably cooperate in any such suit at Licensee’s expense; and where necessary, Merck shall join in, or be named as a necessary party to, such suit. Licensee shall not enter into any settlement of any claim described in this Section 8.04(a) that, in the reasonable judgment of Merck would violate any law or regulation, admits to the invalidity or unenforceability of the Compound Patent Rights or Joint Patent Rights, incurs any financial liability on the part of Merck, requires an admission of liability, wrongdoing, or fault on the party of Merck, without Merck’s prior written consent (in each case, such consent not to be unreasonably withheld). Merck shall have the right, prior to commencement of the trial, suit or action brought by Licensee, to join any such suit or action, and in such event shall pay one-half of the costs of such suit or action.

A responsible financial officer of Licensee, Licensee’s independent accounting firm, or the head of Licensee’s internal audit committee shall certify in writing that each such report is correct and complete. Licensee’s payment of the earned royalties based on Licensee’s, its AFFILIATES’, […​…] activities in the CALENDAR HALF-YEAR covered by the written report shall accompany the report. Licensee shall require its AFFILIATES […​…] to make appropriate reports to Licensee to enable Licensee to comply with this Paragraph.

in the case of a Merger or Stock Sale, the sum of # all cash and the fair market value of all securities and other property transferred to the stockholders of Licensee or Licensee’s direct or indirect parent company (and any option holders or warrant holders) in return for their stock (or options or warrants) in Licensee or Licensee’s direct or indirect parent company at the time of the transaction and # all cash and the fair market value of all securities and other property transferred to the stockholders of Licensee or Licensee’s direct or indirect parent company (and any option holders or warrant holders) for Trailing Consideration payable to the holders of Licensee’s or Licensee’s direct or indirect parent company’s securities, when and if actually paid.

Indemnification by Licensee. Licensee will indemnify, defend and hold harmless Axsome, each of its Affiliates, and each of its and its Affiliates’ employees, officers, directors and agents (each, a “Axsome Indemnified Party”) from and against any and all liability, loss, damage, expense (including reasonable attorneys’ fees and expenses) and cost (collectively, a “Liability”) that the Axsome Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of:

Indemnification by Licensee. Licensee shall indemnify, defend and hold harmless Merck and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, a “Merck Indemnified Party”) from and against any and all liability, loss, damage, cost, and expense (including reasonable attorneys” fees), subject to the limitations in [Section 11.05] (collectively, a “Liability”) that a Merck Indemnified Party may incur, suffer or be required to pay resulting from or arising out of # the development, Manufacture, promotion, distribution, use, marketing, sale or other disposition of the and/or Licensed Product by Licensee, its Affiliates or sublicensees, # any breach by Licensee of any of its representations, warranties and covenants contained in [Sections 10.01 and 10.03]3] herein, and # the negligence and/or willful misconduct of Licensee, its Affiliates or sublicensees. Notwithstanding the foregoing, Licensee shall have no obligation under this Agreement to indemnify, defend or hold harmless any Merck Indemnified Party with respect to any Liabilities that result from the gross negligence or willful misconduct of Merck, Merck Indemnified Party or any of their respective employees, officers, directors or agents or that result from Merck’s breach of its obligations under this Agreement.