Third Party Licenses. ACADIA shall be responsible for paying the license fees, royalties, and milestones with respect to Third Party licenses for intellectual property that ACADIA reasonably believes are necessary or reasonably useful for the Development, manufacturing or Commercialization of the Product in the Territory. For such Third Party licenses, ACADIA will be entitled to deduct up to […​…]% of all such amounts due to such Third Party from Royalties payable to Neuren pursuant to part [[Identifier]] of this Fee Schedule.

To the extent any Intellectual Property included in the Facility IP licensed to Owners hereunder is owned by a Third Party and licensed to Service Provider (“Third Party IP”), Service Provider shall identify all such Third Party IP at the time of delivery of the Facility IP and provide Owners with copies of all relevant licenses, if permitted. The license of such Third Party IP to Owners hereunder shall be subject to all of the terms and conditions of the relevant agreement between the applicable Service Provider party and such Third Party pursuant to which such Third Party IP has been licensed to Service Provider, or if elected by Owners, Owners may negotiate new agreements with such third parties for the use of the Third Party IP. For the avoidance of doubt, Service Provider shall have no obligation to grant Owners any license or sublicense rights to any Third Party IP included in the Facility IP if such grant to Owners would result in # the violation of any agreement between Service Provider and the applicable Third Party, # the loss or impairment of rights in any Facility IP (including such Third Party IP), or # an obligation to pay royalties on the part of Service Provider or any of its Affiliates (unless, with respect to such Third Party IP subject to an obligation to pay royalties, Owners request such Third Party IP be included in the Facility IP and pay or otherwise reimburse Service Provider or its applicable Affiliates for all such royalties).

Third Party Licenses. If in the reasonable opinion of [[Organization A:Organization]], the Development, Manufacture, or Commercialization of any Licensed Compound or Licensed Product by [[Organization A:Organization]], any of its Affiliates, or any of its or their Sublicensees misappropriates trade secrets, or infringes any Patent, or other intellectual property right of a Third Party in any country or other jurisdiction in the Territory, such that [[Organization A:Organization]], any of its Affiliates or any of its or their Sublicensees cannot Develop, Manufacture, or Commercialize such Licensed Compound or Licensed Product in such country or other jurisdiction without using said trade secrets or infringing such Patent, or other intellectual property right of such Third Party, then [[Organization A:Organization]] shall have the sole right, but not the obligation, to negotiate and obtain a license from such Third Party as necessary for [[Organization A:Organization]] and its Affiliates, and its and their Sublicensees to Develop, Manufacture, and Commercialize Licensed Compound and Licensed Products in such country or other jurisdiction.

Third Party Information. The Executive recognizes that the Company and Related Entities have received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the part of the Company or Related Entities to maintain the confidentiality of such information and to use it only for certain limited purposes. Except as otherwise provided in [Subsection 18(a)(iii)] of this Agreement, the Executive agrees at all times during the Executive’s employment and thereafter to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Executive’s work for the Company consistent with the obligations of the Company or Related Entities with such third party.

Third Party Rights. This Bonus Plan shall not confer on any person other than the Company and any Covered Executive any rights or remedies hereunder.

Third Party Consents. Each Party shall, and shall cause its Subsidiaries and Affiliates to # use reasonable best efforts to assemble, prepare, and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consent required to be obtained in connection with the Merger, # use reasonable best efforts to obtain all consents and approvals of third parties that such Party or its Subsidiaries or Affiliates is required to obtain in order to consummate the Merger, and # take such other action as may reasonably be necessary or as the other Party may reasonably request to satisfy the conditions set forth in Article VI or otherwise to comply with this Agreement and to consummate the Merger as soon as practicable.

Third Party IP. To the extent that, after the Effective Date, Axsome comes into the Control of any Know-How or Patent Rights in the Territory by way of entering into an agreement with a Third Party pursuant to which Axsome acquires ownership of or a license, with the right to grant sublicenses under such Know-How or Patent Rights, where such Know-How relates to, or such Patent Rights claims or disclose any # Licensed Compound or Licensed Product (including the composition of matter thereof), or # method of using any Licensed Compound of Licensed Product, Axsome shall notify Licensee and Licensee may elect, by written notice provided to Axsome within thirty (30) days of Axsome’s notice to Licensee, whether or not to treat such agreement as an Upstream License and, as a result to, include such Know-How as part of the Licensed Know-How or such Patent Rights as part of the Licensed Patent Rights, provided, however, that in the event Licensee elects to so include such Know-How or Patent Rights in the Licensed Know-How or Licensed Patent Rights, respectively, Licensee, in addition to the payments Licensee is to make to Axsome pursuant to any other provision of this Agreement, including, Article 4 and Sections 3.6, 5.3, 5.4 and 5.5,shall reimburse Axsome for all payments (including upfront fees (to the extent reasonably allocable to the rights for the Territory, milestones, royalties and sublicensing fees) Axsome is required to pay to such Third Party as a result of the grant of a license under or to use or practice such Know-How or Patent Rights or Licensee’s use or practice of such Know-How or Patent Rights, including through the development or commercialization of any Licensed Compound or Licensed Product (“Additional Upstream License Payments”). If Licensee fails to timely make such election, the agreement entered into with such Third Party shall not be an Upstream License and such Know-How and Patent Rights shall not be included as part of the Licensed Know-How or Licensed Patent Rights, as applicable. For the avoidance of doubt, no additional payments will be made by Licensee in relation to Upstream Licenses in place as of the Effective Date.

Third Party Infringement. If either Party has a reasonable basis to believe that a Third Party is or may be engaging in commercially significant infringement of any Licensed Trademark in the Territory, such Party shall notify the other Party in writing and provide it with any evidence of such infringement that is reasonably available. Licensee shall have the right and option to respond to any infringement or potential infringement with respect to any Licensed Trademark that Licensee is using in the Territory by appropriate steps, including filing an infringement suit or taking other similar action, and shall notify Axsome of, and consult with Axsome from time to time regarding, any such suit or other action. Axsome shall provide reasonable assistance to Licensee, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow Licensee to maintain the action. Any amounts recovered by Licensee pursuant to this [Section 5.3.2], whether by settlement or judgment, shall first be used to reimburse Licensee for the costs of such enforcement action and the remainder, if any, shall be retained by Licensee for its own account, provided that # such recoveries treated as Net Sales in the Calendar Quarter in which they are received for all purposes under this Agreement.

Third Party Beneficiary. Licensee agrees that SK Biopharmaceuticals shall be a third party beneficiary of the rights granted to Axsome and the obligations undertaken by Licensee under this Agreement (including those under Article 6 and Sections 5.2 and 9.5), and shall, to that extent, have the right to enforce this Agreement against Licensee directly to the extent SK Biopharmaceuticals may deem such enforcement necessary or advisable to protect its rights hereunder or under the Upstream License for which SK Biopharmaceuticals Co., Ltd. is the Upstream Licensor.

Third Party Beneficiaries. This contract is strictly between FDOC and CR Shareholders and, except as specifically provided, no other Person shall be deemed to be a third party beneficiary of this Agreement.