Transition Period. The five-year period from ​ to ​.

The following terms shall apply during the Transition Period, conditioned upon Executive’s continued employment during that time:

Transition Period. ​ agrees that Employee will remain an employee through the Separation Date and therefore remain on the Company’s payroll at Employee’s base salary currently in effect and as a participant in the Company’s health benefit plans and continue vesting in employee stock options through the Separation Date. Employee will continue to perform the duties of her current role through the Separation Date; provided however, ​ may assign certain or all of Employee’s duties to other of its employees and/or may request that Employee focus on particular projects (e.g. Luxe product line launch). All work during the continued employment period will be performed in a professional and timely manner. If Employee starts a new job prior to the Separation Date, employment with the Company will terminate and, as of the date of Employee’s new employment, Employee will forfeit any future salary, benefits and vesting due through the Separation Date.

Notwithstanding Executive’s change in position on the Transition Date, during the Transition Period, Executive will continue to be eligible for the same compensation and benefits to which he would have been eligible as Executive Vice President and Chief Financial Officer of Southern, including a base salary at the rate in effect for Executive on the date hereof. For the avoidance of doubt, notwithstanding Executive’s termination of employment effective as of the Separation Date, Executive will be eligible to receive any payout earned with respect to ​ under the annual cash incentive program in which Executive currently participates based on actual performance for the full performance period (with any personal objectives deemed achieved at no less than 100% of target performance and otherwise consistent with goal funding for the annual cash incentive program), subject to and in accordance with the terms of the applicable annual incentive program (the “Annual Incentive Payment”). For the avoidance of doubt, and subject to the terms and conditions of the applicable plan documents and any award agreements, Executive is currently retiree eligible with respect to # his outstanding Company PSUs and RSUs and # his respective accrued benefits and accounts under the Company’s tax-qualified and non-qualified defined benefit and defined contribution plans and nothing hereunder is intended to affect his entitlements thereunder on or following the Separation Date. Executive may participate in the Company’s retiree medical plan in accordance with the terms of such plan if he timely makes an election to do so in accordance with the terms thereof.

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.

Customer Transition During the Notice Period. Within thirty (30) days following the Exercise Date, Seller shall provide the Partnership with information needed by the Partnership to continue the sale or promotion of the Distribution Products (as defined in the Distribution Agreement) after the Option Closing Date, including, but not limited to, for each customer who purchased Distribution Products during the twelve (12) month period prior to the Exercise Date, # the information required by [Exhibit D] pursuant to the terms therein; # copies of purchase orders or contract terms for such customers; # copies of any long-term contracts relating exclusively to the sale of Distribution Products to which such customers are a party; and # redacted copies of any long-term contracts relating non-exclusively to the sale of Distribution Products to which such customers are a party.

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.

Retirement Transition Counseling. You are eligible to receive Retirement Counseling Services in accordance with the terms of the program, unless you already used the program. ​ may amend or discontinue this program at any time in its sole discretion, even after you have satisfied the eligibility requirements and/or begun your counseling sessions.