Transition Elections Made By December 31, 2008. Any contrary provision notwithstanding, any election made by December 31, 2008, to establish or extend a Realization Date will be given effect under the Plan to the extent consistent with the transition rules allowed under Section 409A of the Code as specified in IRS Notice 2007-86.

Transition. During the period of thirteen months following the Separation Date, Employee agrees to cooperate reasonably and at mutually convenient times and locations with the Company regarding any transitional assistance that may be requested by the Company, including # answering questions about matters relating to the business of the Company or its affiliates as to which Employee has knowledge; and # forwarding to the appropriate person any

Transition. Seller shall not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Partnership from maintaining the same business relationships with the Partnership after the Closing as it maintained with the Partnership prior to the Closing.

Made Available. An item shall be considered “made available” to a Party hereto, to the extent such phrase appears in this Agreement, only if such item posted by the Company or its representatives in the Data Room as of 9:00 a.m., Eastern Time, at least two (2) Business Days prior to the Execution Date.

Elections. All elections and notices of any kind hereunder shall be in writing and provided to the Secretary of the Company in a form prescribed by the Secretary. Unless marked as irrevocable, an election may be modified or revoked at any time prior to, and shall not be effective until, the deadline for making such election.

Elections. Any election under this Paragraph 8.9 shall be in writing on a form approved by the Committee, shall be filed in accordance with such procedures as the Committee shall establish and shall be subject to the written consent of the Eligible Participant’s spouse (as defined in Paragraph 8.1(e)) in accordance with the provisions of Paragraph 8.1(f), if applicable. If an Eligible Participant who has filed an election under this Paragraph 8.9 becomes legally married prior to the Early Distribution Date, such election shall be subject to such spousal consent requirements.

Transition Period. The five-year period from January 1, 2021 to December 31, 2025.

Transition Plan. Axsome shall cooperate with and provide timely free-of-charge (provided that Licensee shall reimburse Axsome for any documented out-of-pocket expenses, which have been agreed in advance in writing by Licensee, in the aggregate are in excess of ​ incurred by Axsome or its Affiliates in providing unless otherwise agreed by the Parties) assistance to Licensee to ensure the smooth transition of ongoing Development and Commercialization activities for the Licensed Products and the Transferred Clinical Trials (under Section 3.3.1 below) and to facilitate the disclosure of the Licensed Know-How to Licensee. As soon as reasonably practicable after the Effective Date, the Parties shall meet to establish a mutually agreed transition plan setting forth # the Licensed Know-How to be disclosed pursuant to [Section 2.5.3], # other information reasonably requested by Licensee to the extent in Axsome’s possession and control and relating to the Licensed Product in the Territory, # the activities to be undertaken by each Party to transfer the Transferred Regulatory Approvals to Licensee # the timing by which each of the foregoing is to be provided and # the number of hours of consultation by Axsome that may be provided to Licensee to answer questions regarding the Licensed Know-How so disclosed, (as such transition plan may be updated from time to time upon agreement of the Parties, the “Transition Plan”). Notwithstanding the foregoing, the Transition Plan independent of the Supply Agreement to be entered into by the Parties pursuant to Section 3.6. If there is an inconsistency between the Transition Plan and this Agreement or the Supply Agreement, the terms of this Agreement or the Supply Agreement shall prevail, provided that in the event of any inconsistency between the Transition Plan

Transition Agreement. The Parties will enter into a written agreement (the “Transition Agreement”) that would effectuate the terms and conditions of this Section 3.3(g) and would include other reasonable terms and conditions, including terms allocating costs and expenses, describing the Parties’ indemnification obligations, setting forth the Parties’ obligations with respect to unauthorized sales, and setting forth other coordination obligations. If, despite such efforts, the Parties are unable to agree upon such terms and conditions within ​ from the effective date of the opt-out, either Party may refer the dispute for resolution by arbitration in accordance with Section 17.1, and the arbitrator has the authority to require the Parties to execute a Transition Agreement in the form approved by the arbitrator.

Transition Services. During the Term of this Agreement, the Company shall continue to employ Employee and Employee hereby accepts such ongoing employment, to provide services to affect the orderly transition of Employee’s former duties and responsibilities with the Company and to provide services with respect to special projects as requested by the Company from time to time (the “Transition Services”). In such capacity, Employee shall make himself available to provide the Transition Services as reasonably requested by the Company and shall report directly to the Chief Executive Officer of the Company.