Exhibit 10.1


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT
THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 


Execution
Copy

CONFIDENTIAL


 


Exclusive Patent License Agreement


 


This Exclusive Patent License Agreement (“Agreement”),
dated and entered into as of March 1, 2022 (the “Effective Date”), is by and between Ovid Therapeutics Inc. a
Delaware corporation, with its principal executive offices located at 1460 Broadway, Suite 15044, New York, New York 10036 (“Licensor”)
and Marinus Pharmaceuticals, Inc., a Delaware corporation, with its principal executive offices located at 5 Radnor Corporate Center,
Suite 500, 100 Matsonford Road, Radnor, Pennsylvania 19087 (“Licensee”). Each of Licensor and Licensee are sometimes
referred to herein as a “Party” and collectively as the “Parties.”


 


WHEREAS, Licensor is the sole and exclusive owner
of and has the right to license to Licensee the Licensed Patents (as defined below); and


 


WHEREAS, Licensee wishes to use the Licensed Patents
in the Field of Use (as defined below) in the Territory (as defined below) in connection with the manufacture and commercialization of
Licensed Products (as defined below), and Licensor is willing to grant to Licensee an exclusive license to the Licensed Patents on the
terms and conditions set out in this Agreement;


 


NOW, THEREFORE, in consideration of the mutual
covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereto agree as follows:


 


1.            Definitions.
For purposes of this Agreement, the following terms shall have the following meanings:


 


“Action” has the meaning
set forth in Section 12.1.


 


“Affiliate” of a Person
means any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common
control with, such Person. The term “control” (including the terms “controlled by” and “under common control
with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of a Person, whether through the ownership of voting securities, by contract or otherwise.


 


“Auditor” has the meaning
set forth in Section 5.2(a).


 


“Bankruptcy Code” has
the meaning set forth in Section 14.1.


 


“Beneficially Own” and words
of similar import have the meaning assigned to such terms pursuant to Rule 13d-3 under the Exchange Act.


 


“Business Day” means a
day other than a Saturday, Sunday or other day on which commercial banks in New York City, New York are authorized or required by Law
to be closed for business.


 






     


     


    

 


“Change of Control” means,
with respect to any Person, the acquisition, directly or indirectly, of control (as defined in the definition of “Affiliate”
above) of such Person by another Person, either alone or pursuant to an arrangement or understanding with one or more different Persons.


 


“Common Stock” has the meaning
set forth in Section 4.1.


 


“Confidential Information” means
any information that is treated as confidential by either Party, whether oral, written, and graphical or in any other form, including
without limitation any scientific, technical, product, trade or business information obtained by, developed for or possessed by either
Party including, without limitation, formulations, compositions, techniques, methodologies, assay systems, formulae, procedures, tests,
clinical protocols, investigator brochures, clinical strategy, data, reports, know how, sources of supply, patent positioning, relationships
with consultants and employees, business plans and business developments, information concerning the existence, scope or activities of
any research, development, clinical trials, manufacturing, marketing or other projects of such Party, and any other confidential information
about or belonging to such Party’s suppliers, licensors, licensees, partners, affiliates, customers, potential customers or others.
Without limiting the foregoing, Confidential Information of a Party includes the terms and existence of this Agreement.


 


Confidential Information does not include
information that the Receiving Party can demonstrate by verifiable documentation: (w) was already known to the Receiving Party
without restriction on use or disclosure prior to receipt of such information directly or indirectly from or on behalf of the
Disclosing Party; (x) was or is independently developed by the Receiving Party without reference to or use of any of the
Disclosing Party’s Confidential Information; (y) was or becomes generally known by the public other than by breach of
this Agreement by, or other wrongful act of, the Receiving Party or any of its Representatives; or (z) was received by the
Receiving Party from a Third Party who was not, at the time, under any obligation to the Disclosing Party or any other Person to
maintain the confidentiality of such information.


 


“Designated European Patents”
means (i) all patents issued or granted from European Patent Application No. 17840261.6, (ii) all national patents deriving
from European Patent Application No. 17840261.6, and (iii) any additional patents and patent applications in any country or
jurisdiction in the EEA, the United Kingdom or Switzerland (including their respective territories) derived from European Patent Application
No 17840261.6, which for clarity includes any currently pending or future patent applications and issued or granted patents in any country
or jurisdiction in the EEA, the United Kingdom or Switzerland (including their respective territories) that claim priority to European
Patent Application No. 17840261.6 and/or its priority application, International Patent Application No. PCT/US2017/046256.
Designated European Patents include all Licensed European Patents.


 


“Disclosing Party” has the
meaning set forth in Section 8.1.


 


“EEA” means collectively (a) all
countries in Europe that are covered by the centralized marketing authorization procedure, comprised of all member states of the European
Union on the Effective Date whether or not, after the Effective Date, such countries remain member states of the European Union or remain
covered by the centralized marketing authorization procedure, and (b) Iceland, Lichtenstein and Norway.


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT
THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 









    2


     


    

 


“Effective Date” has the meaning
set forth in the preamble.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


“Field
of Use” means the treatment of CDKL5 deficiency disorder in humans.


 


“First Commercial Sale” means,
(A) with respect to any Licensed Product, the first sale by Licensee or its sublicensees for use or consumption by the general public
of such Licensed Product in the applicable country or jurisdiction after all required Regulatory Approvals have been granted, or otherwise
permitted, by all applicable Regulatory Authorities and (B) with respect to any Generic Version, the first sale by a Third Party
(other than any sublicensee of Licensee) for use or consumption by the general public of such Generic Version in the applicable country
or jurisdiction after all required Regulatory Approvals have been granted, or otherwise permitted, by all applicable Regulatory Authorities.
 “First Commercial Sale” shall not include the sale of any Licensed Product or Generic Version for use in clinical trials
or for compassionate use or under any extended access program, in each case prior to receipt of all Regulatory Approvals.


 


“Force Majeure Event” has
the meaning set forth in Section 14.2.


 


“Ganaxolone/CDKL5 European Patents”
means Designated European Patents that claim the use of the ganaxolone and no other active ingredients in the Field of Use.


 


“Generic
Version” means, with respect to any particular Licensed Product, in any country in the Territory, any generic pharmaceutical
product (a) that is sold by a Third Party that has not been authorized by Licensee, (b) that contains an active ingredient
that is the same as, or bioequivalent to, an active ingredient in the application for Regulatory Approval for such Licensed Product,
and (c) which product has received final Regulatory Approval and has been designated therapeutically equivalent and is of equivalent
dosage strengths in the applicable country, through an application for a Regulatory Approval that references any Regulatory Approval
for such Licensed Product in the Field of Use.


 


“Governmental Authority” means
any federal, national, supranational, state, provincial, local, or similar government, governmental, regulatory or administrative authority
(including any Regulatory Authority), agency or commission or any court, tribunal, or judicial or arbitral body.


 


“Indemnitee” has the meaning
set forth in Section 12.2.


 


“Knowledge of Licensor” means,
with respect to any matter, the actual knowledge of the executive officer, member of the board of directors, or employee of Licensor
primarily responsible for such matters, or the oversight of such matters, including, for example, intellectual property matters.


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT
THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






    3


     


    

 


“Law” means any statute,
law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, award, decree, other requirement or rule of
law of any federal, state, local or foreign government or political subdivision thereof, including any Governmental Authority, or any
arbitrator, court or tribunal of competent jurisdiction.


 





“Licensed European Patents”
means the Designated European Patents, to the extent such patents and patent applications claim the use of the Licensed Product in the
Field of Use. Licensed European Patents include all Ganaxolone/CDKL5 European Patents.


 


“Licensed Patents” means, collectively,
the Licensed European Patents and the Licensed U.S. Patents.


 


“Licensed U.S. Patents” means
(i) US Patent No. 10,603,308, and (ii) any additional US patents and patent applications derived from US Patent No. 10,603,308,
which for clarity includes any currently pending or future US patent applications and issued or granted US patents that claim priority
to US Patent No. 10,603,308 and/or its priority applications, U.S. Provisional Application No. 62/490,293, U.S. Provisional
Application No. 62/373/589 and International Patent Application No. PCT/US2017/046256, in each case (i) and (ii) solely
to the extent such patents and patent applications claim the use of the Licensed Product in the Field of Use.


 


“Licensed Products” means
ganaxolone, 3-alpha-hydroxy-3-beta-methyl 5-alpha-pregnan-20-one, including any analogues or derivatives, including its salts, and pharmaceutical
formulations of the foregoing, the manufacture, use, offer for sale, sale or importation of which by Licensee would, but for this Agreement,
infringe a Valid Claim of a Licensed Patent in a jurisdiction where such a Valid Claim exists.


 


“Licensee” has the meaning
set forth in the preamble.


 


“Licensee Indemnitee” has
the meaning set forth in Section 12.1.


 


“Licensee Requested Patents”
has the meaning set forth in Section 6.2.


 


“Licensee SEC Reports” has
the meaning set forth in Section 9.3(d).


 


“Licensor” has the meaning
set forth in the preamble.


 


“Licensor Indemnitee” has
the meaning set forth in Section 12.2.


 


“Losses” means all losses,
damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of
whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder.


 


“Net Sales” means the
total gross amount invoiced by Licensee, its Affiliates or its sublicensees (regardless of whether and when such invoices are actually
paid) on the first sale, lease, provision, or other disposition of Licensed Products to a Third Party other than a sublicensee of Licensee
(including, without limitation, the provision of any product by Licensee, its Affiliates or any of its sublicensees that incorporates
a Licensed Product but for clarity excluding documented sponsored research and/or development activities, valued at the actual direct
cost of such activities on a fully burdened basis (including reasonable margin for overhead)), less the following (to the extent included
in such invoice or otherwise actually allowed or incurred with respect to such sales): (a) amounts repaid, credited or allowed for
returns, (b) excise, sales, use or value-added taxes levied on or measured by the invoiced amount, (c) costs of packing, transportation
and insurance, delivery charges actually invoiced, (d) normal and customary rebates, cash and trade discounts allowed, and (e) import
duty and commissions to agents.


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT
THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






    4


     


    

 


“Option Period” has the meaning
set forth in Section 4.1.


 


“Payment Statement” has
the meaning set forth in Section 4.5(c).


 


“Person” means an individual,
corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association
or other entity.


 


“Quarterly Period” means
each three-month period commencing on the 1st of January, 1st of April, 1st of July and 1st of October.


 


“Receiving Party” has the meaning
set forth in Section 8.1.


 


“Regulatory Approval” means,
with respect to a given country, final receipt of all approvals from all relevant Regulatory Authorities (which approval may be in the
form of an amendment or supplement to an existing approval) necessary to initiate marketing and selling of a product (including a Licensed
Product) in such country, excluding pricing and reimbursement approval.


 


“Regulatory Approval Date”
has the meaning set forth in Section 4.1.


 


“Regulatory Authority” means
any applicable governmental authority with authority over the distribution or sale of a pharmaceutical product (including any Licensed
Product).


 


“Regulatory Exclusivity” means
any exclusive marketing rights or data exclusivity rights conferred by any applicable Regulatory Authority with respect to a Licensed
Product in a given country, and including, but not limited to, any new chemical entity exclusivity, reference product exclusivity for
biological products, pediatric exclusivity or orphan drug exclusivity, which rights grant an exclusive data protection or commercialization
period during which Licensee, its Affiliates or sublicensees have the exclusive right to market and sell the Licensed Product in such
country.


 


“Representatives” means
a Party’s and its Affiliates’ employees, officers, directors, consultants and legal advisors.


 


“Royalties” has the meaning
set forth in Section 4.2.


 


“Sarbanes-Oxley Act” has the
meaning set forth in Section 9.3(d).


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT
THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






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“Securities Act” means the
Securities Act of 1933, as amended.


 


“Term” has the meaning
set forth in Section 13.1.


 


“Territory” means the United
States of America, the EEA, the United Kingdom and Switzerland (including their respective territories).


 


“Third Party” means any Person
other than (i) Licensor, (ii) Licensee, or (iii) any Affiliate of Licensor or Licensee.


 


“Upfront Cash Payment” has
the meaning set forth in Section 4.1.


 


“Upfront Shares” has the meaning
set forth in Section 4.1.


 


“Valid Claim” means, on
a country-by-country basis, a claim of an unexpired issued or granted Licensed Patent which has not been admitted by Licensor or otherwise
caused to be irrevocably invalid or unenforceable through reissue, disclaimer or otherwise, or held finally invalid or unenforceable
by a tribunal or governmental agency of competent jurisdiction from whose judgment no appeal is allowed or timely taken.


 


2.            Grant.


 


2.1            Scope
of Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee during the Term an exclusive,
non-transferable (except as expressly provided herein), royalty-bearing right and license under the Licensed Patents to develop, make,
have made, commercialize, promote, distribute, sell, offer for sale and import Licensed Products in the Territory in the Field of Use.


 


2.2            Restrictions
on Licensor. Licensor shall not itself, or grant others the right to, make, use, develop, offer to sell, sell, distribute or import
Licensed Products during the Term in the Field of Use in the Territory under the Licensed Patents.


 


2.3            Sublicensing.
Licensor hereby grants to Licensee the right to grant written sublicenses of any of its rights under the Licensed Patents to its Affiliates
and to Third Parties which sublicenses shall include, without limitation, a provision binding sublicensees to all terms hereof intended
for the protection or benefit of Licensor. The granting of sublicenses shall be at Licensee’s sole and exclusive discretion and
Licensee shall have the sole and exclusive power to determine the identity of any sublicensee and, subject to the foregoing, the terms
and conditions of the sublicense. Licensee agrees to provide Licensor with written notice within thirty (30) days after execution, modification
or termination or any sublicense granted hereunder, and to deliver to Licensor for informational purposes (and under an obligation of
confidentiality) a true and correct copy of each sublicense within thirty (30) days after any request therefor by Licensor; provided,
however, that Licensee may redact from such copy terms that are confidential and are not related to compliance with this Agreement as
long as Licensee provides Licensor with all terms Licensor would reasonably deem necessary to insure that Licensee is meeting its obligations
(including without limitation payment obligations) to Licensor under this Agreement.


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT
THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






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2.4            No
Implied Rights; Ownership of Licensed Patents. Only the license granted pursuant to the express terms of this Agreement is of any
legal force or effect. No other license rights are granted or created by implication, estoppel or otherwise. All rights not explicitly
granted hereunder are reserved. Notwithstanding Section 2.1 above, the Parties acknowledge and agree that, as between the
Parties, Licensor retains ownership of all Licensed Patents.


 


3.            Development
and Commercialization.


 


3.1            Development
and Commercialization Responsibilities. Licensee shall have the sole right and responsibility for, and control over, all development,
manufacturing and commercialization activities (including all regulatory activities) with respect to Licensed Products in the Field of
Use in the Territory.


 


3.2            Notice
of First Commercial Sale. Licensee shall report to Licensor the date of the First Commercial Sale of each Licensed Product within
[***] of first occurrence in each country in the Territory.


 


3.3            Control
and Ownership of Regulatory Approvals. As between the Parties, Licensee shall have sole discretion, control and responsibility to
draft, prepare, submit, file, obtain and maintain, at its own cost and expense, all Regulatory Approvals and related filings with respect
to Licensed Products in the Field of Use in the Territory. All such Regulatory Approvals and related filings shall be in the name of,
and be owned solely by, Licensee. In addition, as between the Parties, Licensee shall have sole discretion, control and responsibility
in the conduct of all pricing and reimbursement approval proceedings related to Licensed Products in the Field of Use in the Territory.


 


3.4            Foreign
Registration. Licensee agrees to register this Agreement with any foreign Governmental Authority which requires such registration,
and Licensee shall pay all costs and legal fees in connection therewith.


 


3.5            Trademarks.
Licensee shall have the right to market the Licensed Products under trademarks selected by Licensee.


 


4.            Payments.


 


4.1            Approval
Payment. Following the date of Regulatory Approval by the United States Food and Drug Administration of the first Licensed Product
in the Field of Use (the “Regulatory Approval Date”),  Licensee shall, at Licensor’s option (the “Option”)
  (i) pay to Licensor the sum of One Million Five Hundred Thousand U.S. Dollars ($1,500,000) (the “Approval Cash Payment”);
or (ii) issue to Licensor one hundred twenty-three thousand two hundred fifty five (123,255) validly issued, fully-paid, non-assessable
shares (the “Approval Shares”) of common stock, par value $0.001, of Licensee (the “Common Stock”),
proportionally adjusted for stock splits, combinations, stock dividends and similar events.  [***] If Licensor does not provide
Licensee the Licensor Exercise Notice within either the First Option Period or the Second Option Period, as applicable, then within two
(2) Business Days after the expiration of the applicable option period, Licensee shall pay to Licensor the Approval Cash Payment.


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT
THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






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4.2            Royalty
Payments.


 


(a)            Subject
to Section 4.7, Licensee shall pay to Licensor royalties on Licensed Products (“Royalties”) as follows:


 


		(i)	for Licensed Products in the Field of Use, (A) [***] percent
                                            ([***]%) of the U.S. Net Sales of each Licensed Product sold during the respective Quarterly
                                            Period for the period commencing [***] covering the Licensed Product, and (B) upon expiration
                                            of Regulatory Exclusivity, [***] percent ([***]%) of Net Sales of each such Licensed Product
                                            sold during the respective Quarterly Period [***] covering the Licensed Product; and



 


		(ii)	for Licensed Products in the Field of Use, [***] percent ([***]%)
                                            of the EEA, United Kingdom and Switzerland Net Sales of each Licensed Product sold during
                                            the respective Quarterly Period for the period commencing [***] covering the Licensed Product
                                            on a country-by-country basis.



 


(b)            For
clarity, with respect to Section 4.2(a)(i), above, the Quarterly Period during[***], Licensee will pay a royalty of [***]
percent ([***]%) of the Net Sales of each such Licensed Product [***] and a royalty of [***] percent ([***]%) of the Net Sales of each
such Licensed Product[***].


 


(c)            For
avoidance of doubt, only one royalty, at the applicable rate set forth above, shall become due and payable hereunder in connection with
Net Sales of a unit of Licensed Product.


 


4.3            Combination
Products.


 


(a)            Where
a Licensed Product is sold in combination with other products not licensed under this Agreement, such as in a kit or package, the gross
invoice price on which the Net Sales is based will be calculated on the gross invoice price of each such Licensed Product when sold separately
in an arms-length transaction in substantially the same quantity at generally the same time period as the transaction to which this Section 4.3
applies.


 


(b)            If
more than one Licensed Product is sold in combination with one or more products not licensed under this Agreement, the calculation under
Section 4.3(a) shall be repeated with respect to each such Licensed Product to determine the Net Sales on which the
Royalty shall be applied.


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT
THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






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4.4            Taxes.
If Licensee is required by Law to withhold taxes in connection with any sums payable to Licensor under this Agreement, Licensee may deduct
the amount of the withholding from the payment it otherwise would have made to Licensor under this Agreement and shall be paid by Licensee
to the proper taxing authority; provided, however, that Licensee shall take reasonable and lawful actions to avoid and minimize such
withholding and promptly notify Licensor so that Licensor may take lawful actions to avoid and minimize such withholding. Licensee shall
promptly furnish Licensor with copies of any tax certificate or other documentation evidencing such withholding as necessary to satisfy
the requirements of the relevant Governmental Authority related to any application by Licensor for foreign tax credit for such payment.
Each Party agrees to cooperate with the other Party in claiming exemptions from such deductions or withholdings under any agreement or
treaty from time to time in effect. Licensee shall include in the Payment Statement required pursuant to Section 4.5(c) the
gross amount due, the amount of the sum deducted under this Section 4.4 and the actual amount paid.


 


4.5            Payment
Terms and Royalty Statements.


 


(a)            All
Royalties shall be paid in US dollars to Licensor within [***] ([***]) Business Days of the end of each successive Quarterly Period.
For the purpose of converting the local currency in which any payments arise into US dollars, the rate of exchange to be applied shall
be the rate of exchange in effect for the last Business Day of the relevant Quarterly Period, as applicable, in each case as reported
in the Wall Street Journal, U.S. Eastern Edition.


 


(b)            If
Licensee is prohibited by a Governmental Authority in any country from making any payment due under this Agreement then, within the
prescribed period for making the payment Licensee shall promptly request permission from the Governmental Authority to make the
payment and shall make the payment within [***] ([***]) days after receiving permission. If such permission is not received within
[***] ([***]) days after Licensee’s request, then Licensee, at its option, shall either deposit the payment in the currency of
the relevant country in a bank account within that country designated by Licensor or make the payment to an associated company of
Licensor designated by Licensor and having an office in the relevant country or in another country designated by
Licensor.


 


(c)            Royalty
payments to Licensor pursuant to Section 4.2 shall be accompanied by a statement (a “Payment Statement”)
showing:


 


		(i)	the quantity of each Licensed Product sold by Licensee in the Field
                                            of Use, its Affiliates or its sublicensees to Third Parties (other than sublicensees of Licensee)
                                            in each country in the Territory;



 


		(ii)	the gross price charged by Licensee, its Affiliates or sublicensees
                                            for each Licensed Product in the Field of Use in the Territory;



 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT
THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






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		(iii)	the calculation of Net Sales for each Licensed Product for the applicable
                                            Quarterly Period in each country in the Field of Use in the Territory, including a listing
                                            of applicable deductions; and


 


		(iv)	the total Royalty payable for each Licensed Product in the Field
                                            of Use in each country in the Territory in U.S. dollars, together with the exchange rates
                                            used for conversion.



 


If no amounts are due to Licensor for any Quarterly Period, the Payment
Statement shall so state.


 


(d)            Any
amount owed by Licensee hereunder that is not paid by the date that such amount is due to be paid under this Agreement shall accrue interest
from the date that it first became due and payable until the date that it is paid at the rate of one percent (1%) over the “bank
prime loan” rate, as such rate is published in the U.S. Federal Reserve Bulletin H.15 or successor thereto on the last Business
Day of the applicable Quarterly Period prior to the date on which such payment is due.


 


4.6            Payment
Disputes. Licensee may withhold from payment any and all payments and amounts Licensee disputes in good faith, pending resolution
of the dispute; provided that Licensee:


 


(a)            timely
pays all amounts not subject to dispute;


 


(b)            notifies
Licensor of the dispute prior to the due date, specifying in such notice:


 


		(i)	the amount in dispute; and



 


		(ii)	the reason for the dispute set out in sufficient detail to facilitate
                                            investigation by Licensor and resolution by the Parties.



 


(c)            works
with Licensor in good faith to resolve the dispute promptly; and


 


(d)            promptly
pays any amount determined to be due by resolution of the dispute.


 


4.7            Generic
Competition. Upon [***] of a Generic Version of a particular Licensed Product by a Third Party in the United States, the applicable
Royalty pursuant to Section 4.2 in the United States shall be reduced by [***] percent ([***]%), effective on the first day
of the first calendar month following [***] of such Generic Version.


 


5.            Records
and Audit.


 


5.1            Records.
Licensee shall keep and require that each of its sublicensees keep complete and accurate records of its sales of Licensed Products reasonably
necessary for the calculation of payments to be made to Licensor hereunder for a period of five (5) years after the year to which
they pertain. However, Licensee has no duty of trust or other fiduciary relationship with Licensor regarding the maintenance of the records
or the calculation and reporting of royalties.


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT
THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






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5.2            Audit.


 


(a)            Licensor,
at its own expense, may, for a period of [***] ([***]) years after receiving any Payment Statement from Licensee, nominate an independent
Certified Public Accountant acceptable to Licensee (the “Auditor”), who will have access to Licensee’s and its
sublicensees’ sales and other related records for the Licensed Products upon reasonable but not less than [***] ([***]) days’
prior written notice to Licensee and during Licensee’s normal business hours solely for the purpose of verifying the Royalty payments
made under this Agreement. The Auditor shall not in any way be compensated (in whole or in part) contingent on the outcome of the audit
and shall conduct such audit in a manner designed to minimize disruption of Licensee’s normal business operations. All information
and materials made available to or otherwise obtained or prepared by or for the Auditor in connection with such audit shall be deemed
Licensee’s Confidential Information and shall be subject to the Auditor’s entry, prior to conducting the audit, into a written
agreement with Licensee and/or the applicable sublicensee containing confidentiality and restricted use obligations at least as restrictive
as those set out in Section 8. Licensor may not exercise this right more than once in any calendar year and the Auditor shall
only disclose to Licensor information limited to the accuracy of the Payment Statement and any deficiency in any payment made, or overpayment.


 


(b)            Licensor
shall provide to Licensee a copy of the Auditor’s audit report within [***] ([***]) Business Days of Licensor’s receipt of
the report. If the report shows that payments made by Licensee are deficient, Licensee shall pay Licensor the deficient amount within
[***] ([***]) days after Licensee’s receipt of the audit report, plus interest thereon pursuant to Section 4.5(d).
Such interest shall be calculated from the date such underpaid amount was due until the date such underpaid amount is actually paid.
In addition, if such underpaid amount is in excess of [***] percent ([***]%) of the amount that actually should have been paid by Licensee,
then Licensee shall reimburse Licensor for the reasonable cost of such audit. If the report shows that payments made by Licensee are
in excess of the required payment, Licensor shall pay Licensee the excess amount within [***] ([***]) days after Licensee’s receipt
of the audit report.


 


6.            Patent
Prosecution and Maintenance.


 


6.1            Licensor
Patent Prosecution and Maintenance. Licensor shall be responsible, at its own expense, to prepare, file, prosecute and maintain the
Licensed US Patents and the Designated European Patents (other than the Ganaxolone/CDKL5 European Patents), using counsel of its choice.
Licensor will:


 


(a)            keep
Licensee reasonably informed of the status of the Licensed US Patents, including the filing and progress of all material aspects of the
prosecution of any patent applications included in the Licensed US Patents, and the issuance of patents from any such patent applications;


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT
THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






    11


     


    

 





(b)            consult
with Licensee concerning any decisions regarding the prosecution and maintenance of the Licensed US Patents which could affect the scope
or enforcement of any issued claims or the scope or issuance of any pending claims and any potential abandonment of such Licensed US
Patents, and consider in good faith any comments or requests of Licensee on possible additional or expanded patent claims and patent
extensions;


 


(c)            prior
to making any filing, submission or response to any Governmental Authority with respect to the Licensed US Patents, provide a copy thereof
to Licensee within a reasonable time before any due date for Licensee to review and comment, and consider in good faith Licensee comments
that are timely provided;


 


(d)            provide
Licensee with copies of all filings or submissions made to any Governmental Authority with respect to the Licensed US Patents; and


 


(e)            notify
Licensee in writing of any additions, deletions or changes in the status of such patent or patent application (including any determination
by Licensor to abandon any such patent or patent application).


 


Notwithstanding the foregoing subclauses (a) – (e),
Licensor reserves the sole right to make all final decisions with respect to the preparation, filing, prosecution and maintenance of
the Licensed US Patents. In addition, Licensor reserves the sole right to make all final decisions with respect to the preparation,
filing, prosecution and maintenance of the Designated European Patents (other than the Ganaxolone/CDKL5 European Patents), including
for clarity the decision about where to pursue national validations of European Patent Application No.17840261.6 or its priority
application that do not comprise Ganaxolone/CDKL5 European Patents.


 


6.2            Additional
Licensed US Patents. If Licensee notifies Licensor in writing that it wishes to (i) obtain additional patent claims to the Licensed
Product in the Field of Use in the United States by filing continuation and/or divisional patent applications not then being pursued
by Licensor that claim priority any Licensed US Patent, or (ii) continue the preparation, filing, prosecution and maintain of any
Licensed US Patent that Licensor has determined to abandon (collectively, the “Licensee Requested Patents”), then


 


(a)            Licensor
shall, at Licensee’s expense, prepare, file, prosecute and maintain such patent applications and any patents resulting therefrom
(and, for the avoidance of doubt, (subject to Section 6.3) such patent applications and patents shall be deemed to be included
in the Licensed US Patents);


 


(b)            Licensor
shall provide Licensee with copies of all correspondence in connections with such patent applications and patents; and


 


(c)            Licensee
shall have the sole right to make all final decisions with respect to the preparation, filing, prosecution and maintenance of such patent
applications and patents, and Licensor shall accept all comments and instructions from Licensee; provided that Licensor shall not be
required to accept any comments or instructions that would necessitate or result in any violation of applicable Law.


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT
THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






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Except to the extent requested by Licensee pursuant to this Section 6.2
(subject to Section 6.3), Licensor covenants that, during the Term, it will not itself, or allow any Affiliate or Third
Party to, file any patent applications in the United States that claim a Licensed Product in the Field of Use and that includes a claim
of priority to US Patent No. 10,603,308, and/or its priority applications, U.S. Provisional Application No. 62/490,293, U.S.
Provisional Application No. 62/373/589 and International Patent Application No. PCT/US2017/046256.


 


6.3            Abandonment
of Licensee Requested Patents. If Licensee wishes to discontinue the prosecution of, or abandon, any patent application or patent
that is a Licensee Requested Patent, it shall give Licensee [***] ([***]) days prior written notice of the desired discontinuance or
abandonment. Effective upon the expiration of such [***] ([***]) day period, or if Licensee fails to timely pay the costs related to
the preparation, filing, prosecution and maintenance of any Licensee Requested Patent, such patent application or patent shall no longer
be a Licensed US Patent, and Licensor shall not be restricted from filing or prosecuting such Licensee Requested Patent (including, if
applicable, national validations based thereon) or any additional patents or patent applications derived from or that claim priority
to such Licensee Requested Patent or its priority application.


 


6.4            Ganaxolone/CDKL5
European Patent Prosecution and Maintenance. Licensee shall be responsible, at its own expense, to prepare, file, prosecute and maintain
the Ganaxolone/CDKL5 European Patents, in the name of Licensor using counsel of Licensee’s choice. Licensee will:


 


(a)            keep
Licensor reasonably informed of the status of the Ganaxolone/CDKL5 European Patents, including the filing and progress of all material
aspects of the prosecution of any patent applications included in the Ganaxolone/CDKL5 European Patents, and the issuance of patents
from any such patent applications;


 


(b)            consult
with Licensor concerning any decisions regarding the prosecution and maintenance of the Ganaxolone/CDKL5 European Patents which could
affect the scope or enforcement of any issued claims or the scope or issuance of any pending claims and any potential abandonment of
such Ganaxolone/CDKL5 European Patents, and consider in good faith any comments or requests of Licensor on possible additional or expanded
patent claims and patent extensions;


 


(c)            prior
to making any filing, submission or response to any Governmental Authority with respect to the Ganaxolone/CDKL5 European Patents, provide
a copy thereof to Licensor within a reasonable time before any due date for Licensor to review and comment, and consider in good faith
Licensor comments that are timely provided;


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT
THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






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(d)            provide
Licensor with copies of all filings or submissions made to any Governmental Authority with respect to the Ganaxolone/CDKL5 European Patents;
and


 


(e)            notify
Licensor in writing of any additions, deletions or changes in the status of such patent or patent application (including any determination
by Licensee to abandon any such patent or patent application).


 


Notwithstanding the foregoing subclauses (a) – (e), Licensee
reserves the sole right to make all final decisions with respect to the preparation, filing, prosecution and maintenance of the Ganaxolone/CDKL5
European Patents, including for clarity the decision about where to pursue national validations of European Patent Application No.17840261.6
or its priority application that comprise Ganaxolone/CDKL5 European Patents. Licensor covenants that, during the Term, it will not itself,
or allow any Affiliate or Third Party to, file any Ganaxolone/CDKL5 European Patents.


 


6.5            Cooperation.
The Parties agrees to reasonably cooperate with each other with respect to the patent prosecution activities contemplated in this Section 6,
including by executing legal papers (including appropriately limited powers of attorney) and providing such other reasonable assistance
as may be reasonably necessary in connection with such activities, in each case at the expense of the responsible party.


 


7.            Third-Party
Infringement.


 


7.1            Notice.
A Party that becomes aware of any actual or probable infringement of any Licensed Patent in the Field of Use in the Territory or of any
declaratory judgment action alleging invalidity or noninfringement of any Licensed Patent in the Territory, shall promptly provide written
notice to the other Party of the alleged infringement or declaratory judgment action, as applicable.


 


7.2            Licensee
Right of Enforcement. So long as Licensee remains the exclusive licensee of the applicable Licensed Patents in the Field of Use in
the Territory, as between the Parties, Licensee shall have the first right, but not the obligation, to bring suit to enforce the Licensed
Patents in the Field of Use in the Territory or defend a declaratory judgment action at its sole expense. Licensor shall, at Licensee’s
expense, reasonably cooperate with and assist Licensee in any such action if so requested by Licensee, and, upon Licensee’s request,
Licensor will execute, file and deliver all documents and proof necessary for such purpose, including being named as a party to such
litigation if requested by Licensee or if required by law. Licensor shall otherwise have the right to participate and be represented
by its own counsel at its own expense in any such action, suit or proceeding. Licensee shall not enter into any settlement or compromise
of such action, suit or proceeding that adversely affects the validity, enforceability, or ownership of any Licensed Patents without
the prior written consent of Licensor, which consent shall not be unreasonably withheld or delayed. All damages or other monetary awards
shall first be used to reimburse each Party for its expenses in connection with such infringement suit or action (in proportion to the
expenses of each Party if recovery is insufficient to cover all such expenses) and Licensee shall retain the remainder of any damages
or other monetary awards recovered in any such infringement suit or action in favor of Licensee or Licensor.


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT
THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






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7.3            Licensor
Right of Enforcement. If Licensee fails or elects not to enforce the Licensed Patents or defend a declaratory judgment action in
the Field of Use in the Territory in accordance with Section 7.2 within [***] after receiving from or giving notice to Licensor,
then Licensor shall have the right to enforce the Licensed Patents or defend the declaratory judgment action at its sole expense. Licensee
shall, at Licensor’s expense, reasonably cooperate with and assist Licensor in any such action if so requested by Licensor, and,
upon Licensor’s request, Licensee will execute, file and deliver all documents and proof necessary for such purpose, including
being named as a party to such litigation if requested by Licensor or if required by law. License shall otherwise have the right to participate
and be represented by its own counsel at its own expense in any such action, suit or proceeding. All damages or other monetary awards
shall first be used to reimburse each Party for its expenses in connection with such infringement suit or action (in proportion to the
expenses of each Party if recovery is insufficient to cover all such expenses) and Licensor shall retain any damages or other monetary
awards recovered in any such infringement suit or action in favor of Licensee or Licensor.


 


8.            Confidentiality.


 


8.1            Confidentiality
Obligations. Each Party (the “Receiving Party”) acknowledges that in connection with this Agreement it may
gain access to Confidential Information of the other Party (the “Disclosing Party”). As a condition to being
furnished with Confidential Information but subject to Section 14.5, the Receiving Party agrees, during the Term and for
a period of [***], to:


 


(a)            not
use the Disclosing Party’s Confidential Information other than as strictly necessary to exercise its rights and perform its obligations
under this Agreement; and


 


(b)            maintain
the Disclosing Party’s Confidential Information in strict confidence and, subject to Section 8.2, not disclose the
Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent, provided, however, the
Receiving Party may disclose the Confidential Information to its Representatives who:


 


		(i)	have a “need to know” for purposes of the Receiving Party’s
                                            performance, or exercise of its rights with respect to such Confidential Information, under
                                            this Agreement;



 


		(ii)	have been apprised of this restriction; and



 


		(iii)	are themselves bound by written nondisclosure agreements at least
                                            as restrictive as those set forth in this Section 8, provided further that the
                                            Receiving Party shall be responsible for ensuring its Representatives’ compliance with,
                                            and shall be liable for any breach by its Representatives of, this Section 8.



 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT
THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






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The Receiving Party shall use reasonable care, at least as protective
as the efforts it uses with respect to its own confidential information, to safeguard the Disclosing Party’s Confidential Information
from use or disclosure other than as permitted hereby.


 


8.2            Exceptions.
If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall:


 


(a)            provide
prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy or
waive its rights under this Section 8; and


 


(b)            disclose
only the portion of Confidential Information that it is legally required to furnish.


 


If a protective order or other remedy is not obtained, or the Disclosing
Party waives compliance, the Receiving Party shall, at the Disclosing Party’s expense, use reasonable efforts to obtain assurance
that confidential treatment will be afforded the Confidential Information.


 


9.            Representations
and Warranties.


 


9.1            Mutual
Representations and Warranties. Each Party represents and warrants to the other Party that:


 


(a)            it
is duly incorporated, validly existing and in good standing as a corporation or other entity as represented herein under the Laws and
regulations of its jurisdiction of incorporation;


 


(b)            it
has, and throughout the Term shall retain, the full right, power and authority to enter into this Agreement and to perform its obligations
hereunder without the consent of any Affiliate, Third Party or Governmental Authority;


 


(c)            the
execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary
corporate action of the Party;


 


(d)            when
executed and delivered by such Party, this Agreement shall constitute the legal, valid and binding obligation of that Party, enforceable
against that Party in accordance with its terms to the fullest extent permitted by applicable Law; and


 


(e)            the
execution, delivery and performance of this Agreement does not and will not, throughout the Term, (i) violate, conflict with or
result in the breach of any provision of its certificate of incorporation, operating agreement or by-laws, (ii) violate any
applicable Law, or (iii) result in any breach of, constitute a default (or event which with the giving of notice or
lapse of time, or both, would become a default) under, or require any consent under any contract, agreement or arrangement by which
it is bound.


 


CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS
THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






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9.2            Licensor’s
Representations and Warranties. Licensor represents and warrants to Licensee that:


 


(a)            to
the Knowledge of Licensor, the Licensed Patents are all the patents and patent applications owned by Licensor or in which Licensor has
a licensable interest, that are necessary for Licensee to make, have made, use, offer to sell, sell and import Licensed Products in the
Field of Use in the Territory;


 


(b)            it
is the sole owner of the entire legal and beneficial right, title, and interest in and to the Licensed Patents;


 


(c)            it
has not granted, and will not throughout the Term grant, to any Third Party or Licensor Affiliate any licenses or other contingent or
non-contingent right relating to the use of the Licensed Patents in the Field of Use in the Territory;


 


(d)            to
the Knowledge of Licensor, the duties of candor and good faith have been complied with in prosecuting the US patent applications within
the Licensed Patents;


 


(e)            to
the Knowledge of Licensor, as of the Effective Date no Licensed Patent has been adjudged invalid or unenforceable in whole or part;


 


(f)            there
neither are nor at any time during the Term will be any encumbrances, liens or security interests on any Licensed Patent that conflict
with the rights in the Licensed Patents granted to Licensee pursuant to this Agreement or prohibit Licensor from granting such rights
to Licensee;


 


(g)            as
of the Effective Date there is no settled, pending or, to the Knowledge of Licensor, threatened litigation or reissue application, re-examination,
post-grant, inter partes review, interference, derivation, opposition, written claim of invalidity or other written claim or proceeding
(including in the form of any written offer to obtain a license):


 


		(i)	alleging the unpatentability, invalidity, misuse, unregistrability, unenforceability or noninfringement in the Field of Use in the
Territory of any Licensed Patent;



 


		(ii)	challenging Licensor’s ownership of any Licensed Patent, or right to practice or license, any Licensed Patent in the Field of
Use in the Territory, or alleging any adverse right, title or interest with respect thereto; or



 


		(iii)	alleging that Licensor’s practice of any Licensed Patent or the making, using, offering to sell, sale or importation of any
Licensed Product by Licensor, in each case in the Field of Use in the Territory does or would infringe, misappropriate or otherwise violate
any patent, trade secret or other intellectual property of any Third Party.



 


CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS
THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






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(h)            it
has not received any written notice of any litigation, claim or proceeding described in Section 9.2(g), and to the Knowledge
of Licensor there are no facts that could reasonably be expected to be a basis for any such litigation;


 


(i)            it
has not, as of the Effective Date, brought or threatened any claim against any Third Party alleging infringement of any Licensed Patent
in the Field of use in the Territory, nor, to the Knowledge of Licensor, is any Third Party infringing any Licensed Patent in the Field
of Use in the Territory;


 


(j)            the
Upfront Shares shall be acquired for investment purposes for Licensor’s own account as principal, not as a nominee or agent,
and not with a view to the resale or distribution of any part thereof, and Licensor has no present intention of selling, granting
any participation or otherwise distributing the Upfront Shares. Licensor does not have any contract, undertaking or
arrangement with any Person to sell, transfer or grant participation to a Person any of the Upfront Shares;


 


(k)            Licensor
is an “accredited investor” (as defined in Regulation D under the Securities Act). Licensor has conducted its own due diligence
on Licensee to its satisfaction and has such knowledge and experience in financial or business matters that it is capable of evaluating
the merits and risks of the investment in the Upfront Shares to be acquired hereunder. Licensor and its advisors, if any, have been furnished
with all materials relating to the business, finances and operations of Licensee and materials relating to the offer and sale of the Upfront
Shares that have been requested by Licensor. Licensor and its advisors, if any, have been afforded the opportunity to ask questions of
Licensee. Licensor understands that its investment in the Upfront Shares involves a high degree of risk. Licensor has sought such accounting,
legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Upfront
Shares;


 


(l)            Licensor
understands that the Upfront Shares, when issued, will be “restricted securities” under the United States federal securities
Laws inasmuch as they are being acquired from Licensee in a transaction not involving a public offering and that under such Laws the Upfront
Shares may be resold without registration under the Securities Act only in certain limited circumstances. Licensor represents that it
is familiar with Rule 144, including the requisite holding periods thereunder;


 


(m)            in
addition to any other legend required by Law or this Agreement, the book-entry or certificated form of the Upfront Shares shall bear any
legend required by the “blue sky” laws of any state or applicable securities Laws and restrictive legends in substantially
the following form:


 


THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT
IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS
NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.


 


CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS
THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






    18 


     


    

 


(n)            Licensor
is not acquiring the Upfront Shares as a result of (i) any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television, radio or the Internet, in each case, relating to Licensee, or (ii) any
seminar or meeting whose attendees, including Licensor, have been invited by any general solicitation or general advertising related to
Licensee


 


9.3            Licensee’s
Representations and Warranties. Licensee represents and warrants to Licensor that:


 


(a)            To
the best of its Knowledge, Licensee has made available to Licensor all the information reasonably available to Licensee that Licensor
has requested for deciding whether enter into this Agreement;


 


(b)            The
Upfront Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration described in this
Agreement, will be duly authorized and validly issued, fully paid and non-assessable, and free and clear of any pledges, security interests,
liens, encumbrances, claims, preemptive rights, rights of first refusal or other restrictions on transfer, except as may be contained
in this Agreement, as created by Licensor or under federal, state or provincial securities Laws;


 


(c)            Subject
in part to the truth and accuracy of each of Licensor’s representations in this Section 9, the Licensee’s offer,
sale and issuance of the Upfront Shares to Licensor is being made in reliance upon and in compliance with exemptions from registration
provided under the Securities Act, and comparable state securities law;


 


(d)            Licensee
has filed or furnished, as applicable, all forms, statements, certifications, reports and documents required to be filed or
furnished by it with the U.S. Securities and Exchange Commission since December 31, 2020 through the date of this Agreement
pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the forms, statements, reports and
documents filed or furnished since December 31, 2020, the “Licensee SEC Reports”), except where the failure
to so file or furnish would not, individually or in the aggregate, reasonably be expected to have a material adverse effect
on Licensee. Each of the Licensee SEC Reports, at the time of its filing or being furnished, or, if amended, as of the date of the
last such amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and
the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), and any rules and regulations
promulgated thereunder applicable to the Licensee SEC Reports. As of their respective dates (or, if amended prior to the date
hereof, as of the date of such amendment), no Licensee SEC Report, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the
circumstances in which they were made, not misleading; and


 


CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS
THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






    19 


     


    

 


(e)            Licensee
has not, prior to the Effective Date, entered into any agreements pursuant to which the Licensed Patents have been sublicensed.


 


9.4            Warranty
Exclusions. Nothing in this Agreement is or shall be construed as:


 


(a)            A
warranty or representation by Licensor as to the validity or scope of any claim or patent or patent application within the Licensed Patents;


 


(b)            A
warranty or representation by Licensor that anything made, used, sold, or otherwise disposed of under any license granted in this Agreement
is or will be free from infringement of any patent rights or other intellectual property right of any Third Party;


 


(c)            A
grant by Licensor, whether by implication, estoppel, or otherwise, of any licenses or rights under any patents other than the Licensed
Patents as defined herein, regardless of whether such patents are dominant or subordinate to the Licensed Patents; or


 


(d)            An
obligation on Licensor to bring or prosecute any suit or action against a Third Party for infringement of any of the Licensed Patents.


 


10.            Disclaimer.
EXCEPT AS EXPLICITLY SET FORTH IN SECTION 9.2, NO WARRANTY IS GIVEN WITH RESPECT TO THE LICENSED PATENTS, EXPRESS OR IMPLIED,
EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND THE PARTIES SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUCH AS ANY USE, SAFETY, EFFICACY, APPROVABILITY BY REGULATORY AUTHORITIES, TIME
AND COST OF DEVELOPMENT OR BREADTH OF SUBJECT MATTER OF THIS AGREEMENT, VALIDITY OF THE LICENSED PATENTS, NON-INFRINGEMENT OF THE INTELLECTUAL
PROPERTY OR OTHER RIGHTS OF ANY THIRD PARTY. THE WARRANTIES SET FORTH IN SECTIONS 9.1 AND 9.2, ABOVE, ARE IN LIEU OF ALL OTHER
WARRANTIES BY LICENSOR, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE, VALIDITY, NON-INFRINGEMENT AND ALL SUCH OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.


 


11.            Exclusion
of Consequential and Other Direct Damages. EXCEPT WITH RESPECT TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12
AND ANY BREACH OF SECTION 8, TO THE FULLEST EXTENT PERMITTED BY LAW, NO PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INJURY
TO OR LOSS OF GOODWILL, REPUTATION, BUSINESS PRODUCTION, REVENUES, PROFITS, ANTICIPATED PROFITS, CONTRACTS OR OPPORTUNITIES (IRRESPECTIVE
OF HOW THESE ARE CLASSIFIED AS DAMAGES), OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR ENHANCED
DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE OR
BREACH OF THIS AGREEMENT), REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.


 


CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS
THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






    20 


     


    

 


12.            Indemnification.


 


12.1            Indemnification
by Licensor. Licensor shall indemnify, defend and hold harmless Licensee and its officers, directors, employees, agents, successors
and assigns (each, including Licensee, a “Licensee Indemnitee”) from and against all Losses arising out of or resulting
from any Third Party claim, suit, action or proceeding (each an “Action”) related to or arising out of or resulting
from (i) Licensor’s breach of any representation, warranty, covenant or obligation under this Agreement, or (ii) the negligence,
willful misconduct or failure to comply with applicable Law by Licensor.


 


12.2            Indemnification
by Licensee. Licensee shall indemnify, defend and hold harmless Licensor, its Affiliates and their respective officers, directors,
employees, agents, successors and assigns (each, including Licensor, a “Licensor Indemnitee,” and each Licensee Indemnitee
and Licensor Indemnitee, an “Indemnitee”) from and against any and all Losses arising out of or resulting from any
Action related to or arising out of or resulting from (i) Licensee’s or any of its sublicensee’s breach of any representation,
warranty, covenant or obligation under this Agreement or any sublicense agreement, (ii) the research, development, marketing, approval,
manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing, sale, importation or commercialization
of Licensed Products by or on behalf of Licensee or any of its sublicensees, or (iii) the negligence, willful misconduct or failure
to comply with applicable Law by Licensee or any of its sublicensees.


 


12.3            Indemnification
Procedure. The Indemnitee shall promptly notify the indemnifying Party in writing of any Action and the indemnifying party shall cooperate
with the Indemnitee at the indemnifying Party’s sole cost and expense. The indemnifying Party shall immediately take control of
the defense and investigation of the Action and shall employ counsel of its choice/reasonably acceptable to the Indemnitee to handle and
defend the same, at the indemnifying Party’s sole cost and expense. The indemnifying Party shall not settle any Action in a manner
that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably
withheld, conditioned or delayed. The Indemnitee’s failure to perform any obligations under this Section 12.3 shall
not relieve the indemnifying Party of its obligation under this Section 12 except to the extent that the indemnifying Party
can demonstrate that it has been prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings
at its own cost and expense with counsel of its own choosing.


 


13.            Term
and Termination.


 


13.1            Term.
This Agreement shall commence as of the Effective Date and, unless terminated earlier in accordance with Section 13.2, shall
remain in force on a Licensed-Product-by-Licensed-Product and country-by-country basis until [***] (the “Term”). As
used in this Section 13.1, “expiration” and “expire”, when referring to a Licensed Patent means any
expiration, revocation, invalidation or other termination of such Licensed Patent.


 


CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS
THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






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13.2            Termination.


 


(a)            Licensee
may terminate this Agreement at any time without cause, and without incurring any additional obligation, liability or penalty, by providing
at least thirty (30) days’ prior written notice to Licensor.


 


(b)            Either
Party may terminate this Agreement on written notice to the other Party if the other Party materially breaches this Agreement and such
breach:


 


		(i)	is incapable of cure; or



 


		(ii)	being capable of cure, remains uncured sixty (60) days after the breaching Party receives written notice thereof.



 


(c)            Licensor
may terminate this Agreement on written notice to Licensee at any time on or after September 30, 2024, if Licensee has not received
Regulatory Approval by the United States Food and Drug Administration of the first Licensed Product in the Field of Use.


 


(d)            Licensor
may terminate this Agreement on written notice to Licensee at any time on or after June 30, 2025, if on or prior to such date there
has not been a First Commercial Sale of a Licensed Product in the Field of Use in the Territory.


 


(e)            Either
Party may terminate this Agreement by written notice to the other Party if the other Party:


 


		(i)	becomes insolvent or admits inability to pay its debts generally as they become due;



 


		(ii)	seeks protection of any bankruptcy or insolvency Law other than with the prior written consent of the other Party;



 


		(iii)	becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which
is not fully stayed within thirty (30) Business Days or is not dismissed or vacated within thirty (30) Business Days after filing;



 


		(iv)	is dissolved or liquidated or takes any corporate action for such purpose;



 


		(v)	makes a general assignment for the benefit of creditors; or



 


		(vi)	has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or
sell any material portion of its property or business.



 


CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS
THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






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13.3            Effect
of Termination.


 


(a)            Accrued
Rights and Obligations. Termination of this Agreement for any reason does not release any Party hereto from any liability which, at
the time of such termination, has already accrued to the other Party or which is attributable to a period prior to such termination, nor
preclude either Party from pursuing any rights and remedies it may have hereunder or at law or in equity with respect to any breach of
this Agreement. It is understood and agreed that monetary damages may not be a sufficient remedy for any breach of this Agreement and
that the non-breaching Party may be entitled to seek injunctive relief as a remedy for any such breach. Such remedy shall not be considered
to be the exclusive remedy for any such breach of this Agreement, but shall be in addition to all other remedies available at law or in
equity.


 


(b)            Licenses.
Upon termination of this Agreement, all licenses granted to Licensee hereunder shall terminate.


 


(c)            Sublicenses.
Upon the termination of this Agreement, each sublicense validly granted hereunder to any Third Party which is in good standing as of the
effective date of such termination shall, at Licensor’s option, continue in effect as a direct license between Licensor (as licensor)
and the sublicensee (as licensee), provided, that: (i) the material terms and conditions of such sublicense, as determined by Licensor
in its reasonable and good faith discretion, are materially no less favorable to Licensor than the corresponding terms (excluding the
stock grant due pursuant to Section 4.1) of this Agreement, (ii) such sublicense, as determined by Licensor in its reasonable
and good faith discretion, contains or imposes on Licensor no material obligation or liability additional to those set forth in this Agreement,
and (iii) the sublicensee delivers to Licensor, within thirty (30) days of the effective date of the termination of this Agreement,
written acknowledgement that all payment and other obligations previously payable to Licensee under such sublicense shall thereafter be
payable and due, and be paid directly to Licensor. Such sublicenses shall be deemed assigned to Licensor to the extent necessary to ensure
continued payments. All other sublicenses in existence as of the effective date of the termination of this Agreement shall, upon such
termination, terminate.


 


(d)            Payment.
Upon the termination of this Agreement, Licensee shall promptly pay to Licensor all outstanding costs and expenses, if any, accrued pursuant
to this Agreement prior to termination.


 


(e)            Stock
on Hand. Upon the termination of this Agreement, Licensee may sell or otherwise dispose of any then-existing stock of any Licensed
Product until ninety (90) days after such termination, subject to Section 4 and the other applicable terms of this Agreement.


 


CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS
THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






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(f)            Confidential
Information. On any expiration or termination of the entirety of this Agreement, the Receiving Party shall (a) return to
the Disclosing Party all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on the
Disclosing Party’s Confidential Information; (b) permanently erase the Disclosing Party’s Confidential Information
from its computer systems and (c) certify in writing to the Disclosing Party that it has complied with the requirements of this Section 13.3. The
Receiving Party may, however, retain one copy of such Confidential Information for archival purposes in non-working files and the
Receiving Party will not be required to destroy any copies of the Disclosing Party’s Confidential Information that is stored
in electronic form maintained by the Receiving Party pursuant to a bona fide disaster recovery plan.


 


13.4            Survival.
The rights and obligations of the Parties set forth in this Section 13.4 and Section 1 (Definitions), Section 8
(Confidentiality), Section 9 (Representations and Warranties), Section 10 (Disclaimer), Section 11
(Exclusion of Consequential and other Direct Damages), Section 12 (Indemnification), Section 13.3 (Effect of Termination),
Section 13.4 (Survival) and Section 14 (Miscellaneous), and any right, obligation or required performance of the
Parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement,
will survive any such termination or expiration.


 


14.            Miscellaneous.


 


14.1            Bankruptcy.
All rights and licenses granted by Licensor under this Agreement are and shall be deemed to be rights and licenses to “intellectual
property” and all Licensed Products are and shall be deemed to be “embodiment(s)” of “intellectual property”
each for purposes of, and as each of such terms are used in and interpreted under, Sections 101 and 365(n) of Title 11 of the United
States Code (the “Bankruptcy Code”). Without limiting the generality of the foregoing, Licensor, on behalf of itself
and any successor in interest to Licensor, including, but not limited to, an assignee for the benefit of creditors, custodian, receiver,
trustee in bankruptcy, sheriff or any other officer of the court or official charged with responsibility for taking custody of Licensor’s
assets or business, acknowledges and agrees that, if Licensor or any such successor in interest shall become subject to any bankruptcy,
insolvency, receivership, foreclosure, liquidation or other similar proceeding, then, subject to Licensee’s rights of election under
applicable Law, including but not limited to, Section 365(n) of the Bankruptcy Code, all rights and licenses granted to Licensee
hereunder will continue subject to the terms and conditions of this Agreement, and will not be affected, limited, or in any way modified
by, without limitation, Licensor’s rejection of this Agreement.


 


14.2            Force
Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement,
for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused
by:


 


(a)            acts
of nature;


 


(b)            flood,
fire or explosion;


 


CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS
THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






    24 


     


    

 


(c)            war,
terrorism, invasion, riot or other civil unrest;


 


(d)            embargoes
or blockades in effect on or after the date of this Agreement;


 


(e)            national
or regional emergency;


 


(f)            strikes,
labor stoppages or slowdowns or other industrial disturbances;


 


(g)            epidemics
or pandemics; or


 


(h)            any
passage of law or governmental order, rule, regulation or direction, or any action taken by a Governmental Authority, including imposing
an embargo, export or import restriction, quota or other restriction or prohibition;


 


(each of the foregoing, a “Force Majeure
Event”), in each case, provided that (i) such event is outside the reasonable control of the affected Party;
(ii) the affected Party provides prompt notice to the other Party, stating the period of time the occurrence is expected to
continue; and (iii) the affected Party uses diligent efforts to end the failure or delay and minimize the effects of such Force
Majeure Event. Either Party may terminate this Agreement if a Force Majeure Event affecting the other Party continues substantially
uninterrupted for a period of ninety (90) days or more. Unless a Party terminates this Agreement pursuant to the preceding sentence,
all dates by which the other Party must perform any act or on which any obligation of the other Party is due shall automatically be
extended for a period up to the duration of the Force Majeure Event.


 


14.3            Further
Assurances. Each Party shall, upon the reasonable request of the other Party, promptly execute such documents and perform such acts
as may be necessary to give full effect to the terms of this Agreement.


 


14.4            Independent
Contractors. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be
construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between
the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.


 


14.5            Public
Announcements. Neither Party shall issue or release any announcement, statement, press release or other publicity or marketing materials
relating to this Agreement, or, unless expressly permitted under this Agreement, otherwise use the other Party’s trademarks, service
marks, trade names, logos, domain names or other indicia of source, association or sponsorship, in each case, without the prior written
consent of the other Party, which shall not be unreasonably withheld or delayed and provided, however, that neither Party will be prevented
from complying with any duty of disclosure it may have pursuant to applicable Laws or pursuant to the rules of any recognized stock
exchange or quotation system, subject to, if reasonably possible and legally permissible, that Party notifying the other Party of such
duty and limiting such disclosure as reasonably requested by the other Party, including by redacting royalty and payment rates, amounts,
mechanics and information and other financial and commercially sensitive information (and using reasonable efforts to give the other Party
sufficient time to review and comment on any proposed disclosure).


 


CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS
THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






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14.6            Notices.
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to
have been given when as specified in this Section:


 


	If to Licensor:	Ovid Therapeutics Inc.

1460 Broadway, Suite 15044

New York, New York 10036

Attention:       General Counsel

Email: tperone@ovidrx.com
	 	 
	If to Licensee:	
    Marinus Pharmaceuticals, Inc.

    5 Radnor Corporate Center, Suite 500

    100 Matsonford Road

    Radnor, Pennsylvania 19087

    Attention:       General Counsel

    Email: mmanning@marinuspharma.com



 


Notices sent in accordance with this Section shall be deemed effectively
given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally
recognized overnight courier (receipt requested); (c) on the fifth (5th) day after the date mailed, by certified or registered mail,
return receipt requested, postage prepaid; or (d) when sent by electronic mail if sent before 5pm ET, if not, then on the next Business
Day.


 


14.7            Interpretation.
For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be
deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the
words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this
Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections refer to the Sections of this Agreement;
(y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and
modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended
from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed
without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing
any instrument to be drafted.


 


14.8            Headings.
The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.


 


14.9            Entire
Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire
agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and
contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.


 


CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS
THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






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14.10            Assignment.
Neither this Agreement nor any of the rights or obligations hereunder may be assigned or transferred by Licensee (it being understood
and agreed that, in addition to an assignment, a merger, consolidation, sale of stock or equity, equity exchange or reorganization that
results in a Change of Control of Licensee shall be deemed to effect a transfer and assignment of this Agreement for the purposes of this
Section 14.10) without the prior written consent of Licensor. Notwithstanding the foregoing, without Licensor’s consent:
(a) Licensee may assign or transfer this Agreement, in whole or in part, to one or more of its Affiliates via merger, reorganization
or similar event, in each case as part of an internal reorganization; and (b) Licensee may assign or transfer this Agreement in its
entirety to a Third Party who acquires all or substantially all of Licensee’s business relating to the Licensed Products; provided
that, in the case of any assignment or transfer pursuant to subclause (a) or (b), Licensee shall provide Licensor with prompt written
notice of such assignment or transfer and the assignee or transferee must expressly agree in writing to be bound by the terms and conditions
of this Agreement and assume all of the obligations of Licensee hereunder (except in the case of a statutory merger or similar transaction
in which an express agreement and assumption is not applicable), and provided further that any payment that has not yet become due pursuant
to Section 4.1 prior to the date of any such assignment, transfer or Change of Control to a Third Party shall be made in cash with
no option to receive Common Stock and Licensee shall pay the Upfront Cash Payment to Licensor simultaneously with the consummation of
such assignment, transfer or Change of Control. Any attempt to assign or transfer this Agreement without compliance with the provisions
of this Section 14.10 shall be null and void ab initio. Licensor may freely assign or otherwise transfer all or any
of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee’s
consent and shall provide Licensee with prompt written notice of such assignment or transfer and the assignee or transferee must expressly
agree in writing to be bound by the terms and conditions of this Agreement and assume all of the obligations of Licensor hereunder (except
in the case of a statutory merger or similar transaction in which an express agreement and assumption is not applicable). This Agreement
is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.


 


14.11            No
Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted
assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit
or remedy of any nature whatsoever, under or by reason of this Agreement.


 


14.12            Amendment;
Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party
hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by
the waiving Party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy,
power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise
of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege.


 


CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS
THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






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14.13            Severability.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other
jurisdiction. Upon a determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable
manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.


 


14.14            Governing
Law; Submission to Jurisdiction.


 


(a)            This
Agreement and all related documents, and all matters arising out of or relating to this Agreement, are governed by, and construed in
accordance with, the laws of the State of Delaware, United States of America, without regard to the conflict of laws provisions
thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction
other than those of the State of Delaware.


 


(b)            Any
legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively
in the federal courts of the United States or the courts of the State of Delaware, and each Party irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such
Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such
court.


 


14.15            Equitable
Relief. Each Party acknowledges that a breach by the other Party of Section 8 may cause the non-breaching Party irreparable
harm, for which an award of damages would not be adequate compensation and agrees that, in the event of such a breach or threatened breach,
the non-breaching Party will be entitled to seek equitable relief, including in the form of orders for preliminary or permanent injunction,
specific performance and any other relief that may be available from any court, and the Parties hereby waive any requirement for the securing
or posting of any bond or the showing of actual monetary damages in connection with such relief. These remedies shall not be deemed to
be exclusive but shall be in addition to all other remedies available under this Agreement at law or in equity, subject to any express
exclusions or limitations in this Agreement to the contrary.


 


14.16            Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to
be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
(to which a signed PDF copy is attached) shall be deemed to have the same legal effect as delivery of an original signed copy of this
Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 


CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS
THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed as of the Effective Date by their respective officers thereunto duly authorized.


 


	 	Ovid Therapeutics Inc.




 


		By:	/s/
                                            Jeff Rona






	 	
    Name: Jeff Rona

    Title: Chief Business Officer 




 





	 	Marinus Pharmaceuticals, Inc.



 





	 	By:	/s/ Steven Pfanstiel









	 	
    

    Name: Steven Pfanstiel

    Title: Chief Financial Officer



 


CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS
THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 






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