Joint Negotiation. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Notice and Negotiation. Licensee shall notify Merck, in advance and in writing, if at any time during the Term, Licensee intends to offer a license of any kind or to assign, transfer or otherwise convey rights to research, develop, commercialize, manufacture, have manufactured, use, import, export, sell, and/or offer for sale the Licensee Product. For clarity, # an agreement with a contractor, contract research organization, contract manufacturer or other Third Party, under which such Third Party performs contract services on behalf of Licensee or its Affiliates, shall not be subject to this Section 3.04, and # this Section 3.04 shall not apply to a Change of Control.

#​ shall not, nor shall ​ authorize its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, directly or indirectly solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal or the making of any proposal that could reasonably be expected to lead to any Acquisition Proposal, or, subject to Section 6.1(a)(ii), (i))] conduct or engage in any discussions or negotiations with, disclose any non-public information relating to ​ to, afford access to the business, properties, assets, books or records of ​ to, or knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to make, or has made, any Acquisition Proposal, (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of ​ or # approve any transaction under, or any third party becoming an “interested stockholder“ under [Section 33-844]4] of the CBCA, or # enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other contract, agreement, arrangement, instrument or understanding relating to any Acquisition Proposal (each, a “​ Acquisition Agreement”). Subject to [Section 6.1(a)(ii)], neither the ​ Board nor any committee thereof shall fail to make, withdraw, amend, modify or materially qualify, in a manner adverse to the Bank, the ​ Voting Proposal, or recommend an Acquisition Proposal, or fail to recommend against acceptance of any tender offer or exchange offer for ​ Common Shares within ten (10) Business Days after the commencement of such offer, or make any public statement inconsistent with the ​ Voting Proposal, or resolve or agree to take any of the foregoing actions (any of the foregoing, a “​ Adverse Recommendation Change”).

The 1st Negotiation Protocol shall become effective at 2018.10.01 and terminates at 2023.12.31. For Purchase Orders executed in accordance with the purchase option in [section 1.1] within this timeframe, the conditions of the Negotiation Protocol apply accordingly even though the Negotiation Protocol has expired.

If Ovid has not entered into a definitive agreement with a Third Party for the Partnership proposed by Ovid’s Negotiation Notice within ​ after the date of Ovid’s Negotiation Notice, then Lundbeck’s Right of First Negotiation shall reset solely with respect to the rights set forth in Ovid’s Negotiation Notice.

o Provide structure, evaluation and negotiation services

（3） Any dispute arising from or in connection with this contract shall be settled by both parties through negotiation. If the negotiation fails, the parties may file a claim in the local court where Party A is located.

Bosch agrees to prolong the negotiation protocol until 2023.12.31.

The Parties, through friendly negotiation, hereby agree as follows:

Advice and support with respect to negotiation of reinsurance treaties.