Subject to [Section 5.10] or unless permitted pursuant to [Section 5.9], Target agrees that it will not, and will not authorize or permit any of its officers, directors, employees, representatives, advisors or agents, directly or indirectly, to:

Subject to [Section 14.4(b)(i)], as between the Parties, on a Licensed Product-by-Licensed Product basis, Stoke shall have the first right to bring and control any legal action to enforce the Licensed Product Patents for which Acadia does not have the first right to enforce pursuant to [Section 14.4(b)(i)] in connection with any Infringement with respect to an [[Unknown Identifier]] Licensed Product, ​ Licensed Product or [[Unknown Identifier]] Opt-Out Product at Stoke’s own expense. Stoke shall keep Acadia reasonably informed of the status of such enforcement efforts for such Patent Rights. Acadia may, at its own expense, be represented in any such action by counsel of its own choice with respect to such enforcement. If Stoke does not bring such legal action within a commercially reasonable period of time (but not less than three (3) months) after the notice provided pursuant to Section 14.4(a), Acadia may bring and control any legal action to enforce such Licensed Product Patents in connection with such Infringement at its own expense as it reasonably determines appropriate (and in such case, Acadia shall keep Stoke reasonably informed of the status of such enforcement efforts, and Stoke may, at its own expense, be represented in any such action by counsel of its own choice with respect to such enforcement), provided that if Stoke provides a reasonable, objective rationale for not pursuing or continuing to pursue such legal action (including a substantive concern regarding counter-claims by the infringing Third Party with respect to Patent Rights owned or Controlled by Stoke), then the Parties [[Person A:Person]] shall consider and discuss in good faith Stoke’s reasonable comments and concerns and Acadia shall not have the right to bring and control such legal action without Stoke’s consent, such consent not to be unreasonably withheld.

Subject to [Section 8.2(d)], Client may assign this Agreement or any Product Agreement or any of its associated rights or obligations without approval from [[Organization A:Organization]]. But Client will give [[Organization A:Organization]] prior written notice of any assignment, any assignee will covenant in writing with [[Organization A:Organization]] to be bound by the terms of this Agreement or the Product Agreement, and Client will remain liable hereunder. Any partial assignment will be subject to [[Organization A:Organization]]'s cost review of the assigned Products and [[Organization A:Organization]] may terminate this Agreement or any Product Agreement or any assigned part thereof, on ​ months' prior written notice to Client and the assignee if good faith discussions do not lead to agreement on amended Manufacturing Service fees within a reasonable time.

Subject to [Section 4.1(b)] and [Section 4.5], the Executive shall be eligible to receive an offer of Severance Benefits, as described in [Section 4.2], only if Executive experiences a Qualifying Termination. For purposes of this Agreement, a “Qualifying Termination” means an involuntary termination of the Executive’s employment by the Company without Cause at any time outside of the Protection Period. For the avoidance of doubt, a Qualifying Termination shall not include any of the following events: # a voluntary termination of employment by the Executive for any reason, # an involuntary termination of the Executive’s employment by the Company for Cause, # termination of the Executive’s employment due to mandatory retirement under the Company’s applicable policies (if any), or # termination of the Executive’s employment due to the Executive’s death or Disability.

Subject to [Section 15.4], Licensee may assign this Agreement without Licensor’s consent as part of a sale or change of control of Licensee, regardless of whether such a sale or change of control occurs through an asset sale, stock sale, merger or other combination, as long as such transaction involves the transfer of:

Subject to [Section 10.02], Landlord reserves the right at all reasonable times and upon at least forty-eight (48) business hours prior written notice to Tenant, and otherwise accompanied by Tenant during any such entry, to enter the Premises to # inspect them; # to show the Premises to prospective purchasers, mortgagees or tenants, or to the ground or underlying lessors; # post notices of non-responsibility; or # alter, improve or repair the Premises or the Building if necessary to comply with current building codes or other applicable Laws, or for structural alterations, repairs or improvements to the Building. Notwithstanding anything to the contrary contained in this [Section 10], Landlord may enter the Premises at any time to # perform services required of Landlord; # take possession due to any breach of this Lease in the manner provided herein; and # perform any covenants of Tenant which Tenant fails to perform. Any such entries by Landlord into the Premises shall be without the abatement of Rent and shall include the right to take such reasonable steps as required to accomplish the stated purposes. Landlord shall take commercially reasonable steps to minimize any interference with Tenant's access to and use of the Premises and any work which may be required to be performed by Landlord hereunder shall be performed after normal business hours if reasonably practical. If reasonably necessary, Landlord may temporarily close all or a portion of the Premises to perform repairs and alterations; provided, however, except in emergencies, Landlord will not close the Premises if the work can reasonably be completed on weekends and after Tenant's business hours.

Subject to [Section 2.14], each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of [Sections 2.14, 2.15, 2.16 and 2.17]7]7]7] shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

Subject to [Section 2.11], # each Borrowing denominated in dollars shall be comprised entirely of ABR Loans or Adjusted Term SOFR Loans as the Borrower may request in accordance herewith, # each Borrowing denominated in Euros shall be comprised entirely of Adjusted EURIBOR Rate Loans, # each Borrowing denominated in Australian Dollars shall be comprised entirely of Australian Bank Bill Rate Loans, # each Borrowing denominated in Canadian Dollars shall be comprised entirely of CDOR Rate Loans, # each Borrowing denominated in Yen shall be comprised entirely of Adjusted TIBOR Rate Loans and # each Borrowing denominated in Sterling shall be comprised entirely of Adjusted SONIA Loans. Each Lender at its option may make any Revolving Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Revolving Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Revolving Loan in accordance with the terms of this Agreement.

Subject to [Section 14.4(c)(i)], as between the Parties, Stoke shall have the first right to bring and control any legal action to enforce the [[Unknown Identifier]] Product Patents for which Acadia does not have the first right to enforce pursuant to [Section 14.4(c)(i)] in connection with any Infringement with respect to a [[Unknown Identifier]] Co-Co Product. Stoke shall keep Acadia reasonably informed of the status of such enforcement efforts. Acadia may be represented in any such action by counsel of its own choice with respect to such enforcement. If Stoke does not bring such legal action within a commercially reasonable period of time (but not less than ​) after the notice provided pursuant to Section 14.4(a), Acadia may bring and control any legal action to enforce such [[Unknown Identifier]] Product Patents in connection with such Infringement at its own expense as it reasonably determines appropriate (and in such case, Acadia shall keep Stoke reasonably informed of the status of such enforcement efforts, and Stoke may be represented in any such action by counsel of its own choice with respect to such enforcement), provided that if Stoke provides a reasonable, objective rationale for not pursuing or continuing to pursue such legal action (including a substantive concern regarding counter-claims by the infringing Third Party with respect to Patent Rights owned or Controlled by Stoke), then the Parties shall consider and discuss in good faith Stoke’s reasonable comments and concerns and Acadia shall not have the right to bring and control such legal action without Stoke’s consent, such consent not to be unreasonably withheld.

Subject to [Section 2.09(f)], [Section 2.14(c), (d) and (e)])])], [Section 5.14] (as specified therein), and [Section 9.02(e)] below, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except # in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or # in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall # increase the Revolving Commitment of any Lender (including any such Lender that is a Defaulting Lender) without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Article IV or the waiver of any Default shall not constitute an increase of any Revolving Commitment of any Lender), # reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly and adversely affected thereby (except that any amendment or modification of the financial covenants in this Agreement (or defined terms used in the financial covenants in this Agreement) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (B)), # postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Revolving Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly and adversely affected thereby, # change [Section 2.18(b) or (d)])] in a manner that would alter the ratable reduction of Revolving Commitments or the manner in which payments are shared, without the written consent of each Lender (other than any Defaulting Lender), # subject to [Section 8.07(c)], subordinate # the payment and priority of the Obligations to any other Indebtedness or # the priority of the Liens securing the Obligations to the Liens securing any other Indebtedness, in each case, without the written consent of each Lender, # change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (other than any Defaulting Lender) directly affected thereby, # change [Section 2.20], without the consent of each Lender (other than any Defaulting Lender), # release any Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender (other than any Defaulting Lender), or # except as provided in clause (c) of this Section or in any Collateral Document, release all or substantially all of the Collateral without the written consent of each Lender (other than any Defaulting Lender); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Bank hereunder without the prior written consent of the Administrative Agent or the Issuing Bank, as the case may be (it being understood that any amendment to [Section 2.20] shall require the consent of the Administrative Agent and the Issuing Bank); provided, further, that no such agreement shall amend or modify the provisions of [Section 2.06] without the prior written consent of the Administrative Agent and the Issuing Banks. The Administrative Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant to [Section 9.04]. Any amendment, waiver or other modification of this Agreement or any other Loan Document that by its terms affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not the Lenders of any other Class), may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite number or percentage in interest of each affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time.