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.

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.

#​ 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”).

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.

Ovid is not entitled to negotiate with Third Parties regarding a Partnership subject to the Right of First Negotiation prior to delivery of Ovid’s Negotiation Notice.

Notice. All notices will be in writing and served by electronic transmission to the addresses shown below, until notification of a change of such addresses. All such notices shall be deemed delivered on the date initiated.

Notice. All notices and other communications required hereunder shall be in writing and shall be deemed effectively given to a party by # personal delivery; # upon deposit with the United States Post Office, by certified mail, return receipt requested, first-class mail, postage prepaid; # delivered by hand or by messenger or overnight courier, addressee signature required, to the addresses below or at such other address and/or to such other persons as shall have been furnished by the parties;

Notice. Each Party will notify the other Party in writing in the event it becomes aware of a claim for which indemnification may be sought hereunder. In the event that any Third Party asserts a claim or other proceeding (including any governmental investigation) with respect to any matter for which a Party (the “Indemnified Party”) is entitled to indemnification hereunder (a “Third Party Claim”), then the Indemnified Party shall promptly notify the Party obligated to indemnify the Indemnified Party (the “Indemnifying Party”) thereof; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then only to the extent that) the Indemnifying Party is prejudiced thereby.

Notice. Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of the Executive Vice President and Chief Human Resources Officer of Verizon at One Verizon Way, Basking Ridge, New Jersey 07920 and any notice to the Participant shall be addressed to the Participant at the current address shown on the payroll of the Company, or to such other address as the Participant may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy, sent by overnight carrier, or enclosed in a properly sealed envelope as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

Notice. The Domestic Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, the Domestic Swing Line Sublimit, the Canadian Swing Line Sublimit, the Canadian Borrower Sublimit or the Aggregate Revolving Commitments under this Section 2.06. Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.