definiens: or collectively as RECITALSWhereas, the Material ( ( defined below ) was made at the University of California, Davis campus ( ) byDr . Michael Rogawski ( ) ; Whereas, the development of the Material was sponsored in part by one or more agencies of the United StatesGovernment ; accordingly, under Federal law, the Material is tangible research product owned by The Regents ; also, anyrelated invention rights are subject to the rights of the United States Government under 35 USC § § 200 - 212 andimplementing regulations ; and The Regents is obligated to grant to the United States Government a non - exclusive, non - transferable, irrevocable, paid - up license to use the Material by or on behalf of the United States Government throughoutthe world;Whereas, Licensee has requested from The Regents the Material as defined in Paragraph 1.1 below for the ResearchUse defined in Paragraph 1.6(ii ) below, which Material was developed with the Department of Defense support undercontract number W81XWH-09 - 1 - 0746 administered by the USA Med Research ACQ Activity;Whereas, The Regents and Licensee have entered into a Letter Agreement ( UC Agreement Control No . 2013 - 30 - 0469)effective March 12, 2013 ( ) for the purpose of granting Licensee an exclusive right to negotiate anexclusive license;Whereas, The Regents and Licensee entered into an Investigational New Drug Application ( ) Data TransferAgreement ( UC Agreement Control No . 2013 - 210514 ) effective April 1, 2013 ( ) for thepurpose of reference of data in Licensee ’s pre - IND interactions with the Food and Drug Administration ( ) in advanceof a submission of Licensee ’s IND application for use of Allopregnanolone for the treatment of status epilepticus and pre - IND discussion pertaining to an IND application for such indication with the FDA;***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential TreatmentRequested Under 17 C.F.R. Sections 200.80(b)(4 ) and 230.406 Whereas, The Regents and Licensee entered into a Material Transfer Agreement ( File No . 2013 - 816 - M ) effectiveJuly 9, 2013 ( ) for the purpose of The Regents to transfer a portion of the Material, Allopregnanolone ( GMP gradechemical ), to Licensee for developing a clinically relevant formulation for treatment of status epilepticus, such use limitedto formulation / process development ( prototype batch, material compatibility, filter study validation ) ; engineering batchmanufacture ; and analytical support ( re - release of API);Whereas, The Regents and Licensee desire to have the Data ( defined below ) and Material ( defined below ) used byLicensee so that products resulting therefrom may be developed, commercialized and available for public use and benefit;andWhereas, Licensee desires to acquire, and The Regents desires to grant, a license under Property Rights inaccordance with the terms herein