Termination of Rights. Upon any termination or expiration of this Agreement, # the rights and licenses granted to Licensee under [Article 2] shall terminate, # all rights in and to and under the Biological Material and Technology Transfer Material will revert to Harvard and, subject to [Section 6.3.2], neither Licensee nor its Sublicensees may make any further use or exploitation of any Biological Material or Technology Transfer Material and # any existing Sublicense shall terminate; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a direct license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement. Furthermore, in the event of any termination or expiration of this Agreement, Licensee shall destroy, and shall cause its agents and Sublicensees to destroy, all Biological Material under their control or in their possession.

. Notwithstanding the foregoing, in the event the foregoing percentages of the amounts received by the Licensee from a sub-licensee in the form of a royalty on net sales of Products sold by or on behalf of the Sub-licensee does not equal a minimum of ​ percent (​) of Net Sales (calculated mutatis mutandis as if such Net Sales were made by Licensee), Licensee will be obligated to pay UM a royalty of ​ percent (​) of Net Sales by or on behalf of such Sub-licensee (calculated mutatis mutandis as if such Net Sales were made by Licensee), subject to reduction as set forth below.

Licensee Grant of Right of Reference. Licensee hereby grants to Axsome a “Right of Reference,” as that term is defined in 21 C.F.R. § 314.3(b) (or any analogous Applicable Law recognized outside of the United States), to all regulatory filings made by or on behalf of, or otherwise owned or Controlled by or on behalf of, Licensee

Upon execution of each sublicense agreement, LICENSEE agrees to be fully responsible for the performance of its SUBLICENSEES hereunder, provided that the activities of any SUBLICENSEE of LICENSEE shall be deemed the acts of LICENSEE for purposes of satisfying LICENSEE’s obligations under [Article 5] above.

Licensor hereby grants Licensee a non-exclusive license to use the System for as long as Licensee's account remains in good standing. Licensee does not become the owner of the System, nor does Licensee acquire the right to copy or alter the software or printed materials related to the System. Licensee agrees to be legally accountable for any violation of this License Agreement by Licensee.

. “LICENSEE PATENT RIGHTS” means all patent applications filed by Licensee (or its AFFILIATES […​…]) and owned or controlled by Licensee (or its AFFILIATES […​…]) in respect of LICENSEE EXPRESSION TECHNOLOGY and all patents issued or that may issue on such patent applications (including any continuation (in whole or in part) or divisional applications based on such patent applications, as well as all reissues, reexaminations, and extensions thereof) in respect of LICENSEE EXPRESSION TECHNOLOGY.

Licensee acknowledges that Licensor has not advised Licensee as to the legality and/or feasibility of its business and/or marketing methods. Licensee further acknowledges that Licensor has provided no accounting, financial, legal or tax advice to Licensee relating to the software or other services to be provided by Licensor.

LICENSEE may distribute or make the Software available to any Affiliates. Software may be either licensed by LICENSEE on behalf of Affiliates named in this Agreement (for which the LICENSEE will be jointly and severally liable) or at the discretion of the LICENSEE an Affiliate may execute a separate SLA.

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.

. “Third Party” means any person or entity other than Harvard, Licensee and Licensee’s Affiliates.