“License Agreement” shall mean any agreement between any Borrower and a Licensor

This Amendment No. 1 (this “Amendment”) is effective as of February 13, 2023 (the “Amendment Effective Date”) by and between Alector, Inc., a Delaware corporation (“Licensor”), and AbbVie Biotechnology Ltd. (“AbbVie”). Licensor and AbbVie are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

If the Licensee fails to make any payment due to the Licensor under this Agreement, without prejudice to any other right or remedy available to the Licensor, the Licensor may charge interest (both before and after any judgement) on the amount outstanding, on a daily basis at the rate of ​ above the London Interbank Offer Rate from time to time in force. That interest will be calculated from the date upon which payment was due to the actual date of payment, both dates inclusive.

In all cases where the Licensee makes promotion material involving the Trademarks, the production cost of such material thereof shall be borne by the Licensee. All copyrights or other intellectual property rights of such material concerning the Trademarks thereto shall be the sole and exclusive property of the Licensor whether developed by the Licensor or the Licensee. The Licensee agrees not to advertise or publicize any of the Trademarks on radio, television, papers, magazines, Internet or otherwise without prior written consent of the Licensor.

Upstream License, Axsome may share any such reports with the relevant Upstream Licensor.

Licensor has the power and authority to grant to Licensee such a license.

Licensor represents, warrants, and undertakes to Licensee that as of the Effective Date:

is subject to a License Agreement or other agreement that limits, conditions or restricts any Loan Party's or [[Organization B:Organization]]'s right to sell or otherwise dispose of such Inventory, unless [[Organization B:Organization]] is a party to a Licensor/[[Organization B:Organization]] Agreement with the Licensor under such License Agreement; or

Licensor hereby grants to Corporation, and Corporation hereby accepts from Licensor, a perpetual, non-exclusive, royalty-free right and license to use the Licensed Mark solely at its facilities located at Chirnside Park Shopping Mall and Point Cook Shopping Mall and such other facilities that may be opened by the Corporation.

an obligation on the part of Licensor to furnish any manufacturing or technical information;