Common use of Milestone Payments Clause in Contracts

Milestone Payments. Ovid shall pay Takeda (or if equity is being issued as payment, at Takeda’s request to Takeda’s designated Affiliate), the following [*] milestone payments within [*] following the first occurrence of each event set forth below (or if Ovid is Publicly Traded at the time, is issuing Milestone Shares to satisfy such payment obligation and is required by the applicable stock exchange on which its shares are listed or by law to obtain stockholder approval prior to making such issuance, such longer period of time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including by way of calling a special meeting to obtain such approval)): (i) Upon the first patient enrollment in the first Phase III Trial for the first of the Initial Indications (in accordance with the Development Plan): Ovid shall issue Takeda (or Takeda’s designated Affiliate) the number of Milestone Shares equal to the lesser of: (A) eight percent (8%) of Ovid’s outstanding capital stock (with capital stock for purposes of this sentence meaning Ovid’s preferred stock on an as-converted basis, together with Ovid’s common stock) on the date the corresponding milestone is achieved (and adjusted for any issuances of Ovid’s capital stock by Ovid after the milestone date and on or before the payment date, but such adjustment to exclude any common stock issued upon the exercise of option grants); or (B) $US50 million divided by the Milestone Shares Price (the “Initial Milestone Payment”) provided, however, that if an Acquisition of Ovid occurs prior to Ovid’s payment of the Initial Milestone Payment, or if payment of the Initial Milestone Payment shall cause Takeda to beneficially own more than 19.99% of Ovid’s capital stock outstanding, then “Initial Milestone Payment” shall instead mean $US50 million in cash.

Milestone Payments. Ovid Subject to Closing and the other applicable terms and conditions of this Agreement, from and after the Closing, when an event set forth in the table below is achieved (each such event, a “Milestone Event”), Purchaser shall pay Takeda (or if equity is being issued as cause to be paid) to Seller, in accordance with and subject to the terms of this Agreement, the one-time, non-refundable, non-creditable payment equal to the corresponding amount of “Milestone Payment” set forth in the table below (each such payment, at Takeda’s request to Takeda’s designated Affiliatea “Milestone Payment”), the following . Annual Net Sales first exceeding $125,000,000 [*] milestone payments Annual Net Sales first exceeding $[*] [*] Annual Net Sales first exceeding $[*] [*] Annual Net Sales first exceeding $[*] [*] Annual Net Sales first exceeding $500,000,000 [*] Each of the Milestone Payments shall be payable only one time, for the first achievement of the corresponding Milestone Event, and no Milestone Payments would be due for subsequent or repeated achievements of the same Milestone Event. Furthermore, [*]. Each Milestone Payment shall be paid within [*] following days after the first occurrence achievement of each the corresponding Milestone Event, with such achievement being deemed to have occurred upon the completion of audited financial statements which present Net Sales for the Products (separately, as a group, from any other products of Purchaser) for the fiscal period in which such Milestone Event was achieved; provided, that, in the event set forth below that Purchaser is not required under applicable Law to publicly disclose its audited financial statements which present Net Sales for the Products (or if Ovid is Publicly Traded separately, as a group, from any other products of Purchaser) for any given calendar year, Purchaser shall engage an independent accounting firm to audit Net Sales for such calendar year and the achievement of any Milestone Event shall be deemed to have occurred upon the completion of such audit for the calendar year in which such Milestone Event was achieved, which audit shall be completed no later than March 31 of the succeeding year. All Milestone Payments shall be made by wire transfer of immediately available funds in United States dollars to such account as may be designated to Purchaser by Seller at the time, is issuing Milestone Shares least two Business Days prior to satisfy such payment obligation and is required by the applicable stock exchange on which its shares are listed or by law to obtain stockholder approval prior to making such issuance, such longer period of time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including by way of calling a special meeting to obtain such approval)): (i) Upon the first patient enrollment in the first Phase III Trial for the first of the Initial Indications (in accordance with the Development Plan): Ovid shall issue Takeda (or Takeda’s designated Affiliate) the number of Milestone Shares equal to the lesser of: (A) eight percent (8%) of Ovid’s outstanding capital stock (with capital stock for purposes of this sentence meaning Ovid’s preferred stock on an as-converted basis, together with Ovid’s common stock) on the date the corresponding milestone is achieved (and adjusted for any issuances of Ovid’s capital stock by Ovid after the milestone date and on or before the payment date, but such adjustment to exclude any common stock issued upon the exercise of option grants); or (B) $US50 million divided by the Milestone Shares Price (the “Initial Milestone Payment”) provided, however, that if an Acquisition of Ovid occurs prior to Ovid’s payment of the Initial Milestone Payment, or if payment of the Initial Milestone Payment shall cause Takeda to beneficially own more than 19.99% of Ovid’s capital stock outstanding, then “Initial Milestone Payment” shall instead mean $US50 million in cash.

Milestone Payments. Ovid With respect to each Licensed Gene Target, Akouos shall make development and sales milestone payments in the amounts corresponding to the achievement by either Akouos or its Affiliate or by any of its Sublicensees of the development and sales milestones set forth on Schedule B and shall pay Takeda (or if equity is being issued as payment, at Takeda’s request the Pass-Through Sublicense Execution Milestone set forth on Schedule B to Takeda’s designated Affiliate), MEE in connection with the following execution of any Pass-Through Sublicense. Within [**] after achievement of any such milestone payments event by Akouos or any of its Affiliates or within [**] after receiving notice from any of its Sublicensees that any such sales or development milestone event has been achieved, as the case may be, Akouos shall notify MEE of such achievement in writing and MEE shall issue Akouos an invoice for the amount of the corresponding milestone payment as determined by Section 3.6, which invoice Akouos shall pay or cause to be paid within [**] following its receipt thereof. Each milestone payment shall be payable only once upon the first occurrence achievement of such milestone with respect to each event set forth below Licensed Gene Target by Akouos or any of its Affiliates or Sublicensees (other than by Sublicensees pursuant to a Pass-Through Sublicense), and no amount shall be due for subsequent or repeated achievements of such milestone with respect to such Licensed Gene Target by Akouos or any of its Affiliates or Sublicensees (other than by Sublicensees pursuant to a Pass-Through Sublicense), even if multiple Licensed Products are directed to a particular Licensed Gene Target or if Ovid a Licensed Product directed to a particular Licensed Gene Target is Publicly Traded at developed for multiple indications. With respect to the timeachievement of such milestones by Sublicensees pursuant to a Pass-Through Sublicense, each milestone payment shall be payable each time such milestone is issuing Milestone Shares achieved by such a Sublicensee with respect to satisfy such payment obligation and is required by the applicable stock exchange on which its shares are listed or by law to obtain stockholder approval prior to making such issuanceeach Licensed Gene Target, such longer period regardless of time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including by way of calling a special meeting to obtain such approval)): (i) Upon the first patient enrollment in the first Phase III Trial for the first of the Initial Indications (in accordance with the Development Plan): Ovid shall issue Takeda (or Takeda’s designated Affiliate) the number of Milestone Shares equal to times the lesser of: (A) eight percent (8%) of Ovid’s outstanding capital stock (with capital stock for purposes of this sentence meaning Ovid’s preferred stock on an as-converted basis, together with Ovid’s common stock) on the date the corresponding milestone is achieved (and adjusted by such Sublicensee with respect to the same Licensed Gene Target. For the avoidance of doubt, only Net Sales of Licensed Products for which any issuances of Ovid’s capital stock by Ovid after royalties are payable under Section 3.3 shall be used for determining whether the milestone date and on or before the payment date, but such adjustment to exclude any common stock issued upon the exercise of option grants); or (B) $US50 million divided by the Milestone Shares Price (the “Initial Milestone Payment”) provided, however, that if an Acquisition of Ovid occurs prior to Ovid’s payment of the Initial Milestone Payment, or if payment of the Initial Milestone Payment shall cause Takeda to beneficially own more than 19.99% of Ovid’s capital stock outstanding, then “Initial Milestone Payment” shall instead mean $US50 million sales milestones set forth in cashSchedule B have been met.

Milestone Payments. Ovid No later than five (5) Business Days after the occurrence of an event described in this Section 2.04, the Purchaser shall pay Takeda deposit in the Purchase Price Bank Account the applicable payment associated with such event as specified below (or if equity is being issued as any such payment, at Takeda’s request to Takeda’s designated Affiliatea “Milestone Payment”), the following [*] milestone payments within [*] following the first occurrence less any withholding of each event set forth below (or if Ovid is Publicly Traded at the time, is issuing Milestone Shares to satisfy such payment obligation and is Taxes required by applicable Law (provided that the applicable stock exchange on which its shares are listed or by law Purchaser and BSC shall cooperate in good faith to obtain stockholder approval prior to making determine the amount of any such issuance, such longer period of time as Taxes required to obtain such stockholder approvalbe withheld); provided that Ovid if the event described in Section 2.04(a) occurs prior to the Closing Date, the Purchaser shall use its reasonable efforts deposit in the Purchase Price Bank Account on the Closing Date the Milestone Payment applicable to obtain such stockholder approval as promptly as reasonably possible event: (including by way of calling a special meeting to obtain such approval)): a) $50,000,000 if (i) Upon the first patient enrollment FDA provides written notification of clearance of the 510(k) submission for the TargetTM Detachable Coils provided to the Purchaser by BSC prior to the date of this Agreement; provided that the parties agree that any deviations from such form in the first Phase III Trial written notification of such clearance from the FDA shall be disregarded for purposes of this Section 2.04(a) to the first extent such deviations would not change the indications for use contained in such 510(k) submission and otherwise would not materially and adversely delay or affect the Purchaser’s ability to market and sell TargetTM Detachable Coils (it being agreed that any requirement that post-market clinical trials be conducted will not by itself constitute a material and adverse effect for this purpose), and (ii) BSC has at least 3,500 units of TargetTM Detachable Coils in inventory that comply with, and are available to be delivered pursuant to, the terms of the Initial Indications Supply Agreement; (b) $15,000,000 following the completion of the Cork Separation Activities (as such term is defined in the Separation Agreement) in accordance with the Development Plan): Ovid shall issue Takeda (or Takeda’s designated Affiliate) terms of the number of Milestone Shares equal Separation Agreement, which may occur prior to the lesser of: Cork Manufacturing Transfer Date; (A) eight percent (8%) of Ovid’s outstanding capital stock (with capital stock for purposes of this sentence meaning Ovid’s preferred stock on an as-converted basis, together with Ovid’s common stock) on the date the corresponding milestone is achieved (and adjusted for any issuances of Ovid’s capital stock by Ovid after the milestone date and on or before the payment date, but such adjustment to exclude any common stock issued upon the exercise of option grants); or (Bc) $US50 million divided by 15,000,000 following the Milestone Shares Price (the “Initial Milestone Payment”) provided, however, that if an Acquisition of Ovid occurs prior to Ovid’s payment occurrence of the Initial Milestone Payment, or if payment Cork Manufacturing Transfer Date in accordance with the terms of the Initial Milestone Payment shall cause Takeda to beneficially own more than 19.99% Separation Agreement; (d) $10,000,000 following the occurrence of Ovid’s capital stock outstanding, then “Initial Milestone Payment” shall instead mean the Fremont Manufacturing Transfer Date in accordance with the terms of the Separation Agreement; and (e) $US50 million 10,000,000 following the occurrence of the West Valley Manufacturing Transfer Date in cashaccordance with the terms of the Separation Agreement.

Milestone Payments. Ovid shall pay Takeda (or if equity is being issued as payment, at Takeda’s request to Takeda’s designated Affiliate)6.1 Upon occurrence of each Milestone Event, the following [*] milestone payments within [*] following corresponding Milestone Payment shall become payable by the Distributor to the Principal. 6.2 Each Milestone Payment shall be due once only upon the first occurrence of each event set forth below (or if Ovid is Publicly Traded at the time, is issuing given Milestone Shares to satisfy such payment obligation and is required Event. 6.3 Milestone Payments due under this Clause 6 shall be paid by the applicable stock exchange on which its shares are listed or by law Distributor to obtain stockholder approval prior to making such issuance, such longer period of time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including by way of calling a special meeting to obtain such approval)): (i) Upon the first patient enrollment in the first Phase III Trial for the first Principal within […***…] of the Initial Indications (date of occurrence of the Milestone Event. 6.4 All payments due to the Principal hereunder shall be made by wire transfer of immediately available funds in accordance with Clause 20.9. If the Development Plan): Ovid shall issue Takeda (or Takeda’s designated Affiliate) the number Principal does not receive payment of Milestone Shares equal any sum due to the lesser of: (A) eight percent (8%) of Ovid’s outstanding capital stock (with capital stock for purposes of this sentence meaning Ovid’s preferred stock on an as-converted basis, together with Ovid’s common stock) on the date the corresponding milestone is achieved (and adjusted for any issuances of Ovid’s capital stock by Ovid after the milestone date and it on or before the payment due date, but interest at a rate per annum equal to the prime rate of interest plus […***…], as reported by The Wall Street Journal, or the highest rate permitted by applicable law, shall thereafter accrue on the sum due calculated on the number of days such adjustment payments are paid after the date such payments are due. 6.5 The parties agree to exclude any common stock issued upon cooperate with one another and use reasonable efforts to reduce or eliminate tax withholding or similar obligations in respect of the exercise of option grants); or (B) $US50 million divided Milestone Payments made by the Milestone Shares Price (Distributor to the “Initial Milestone Payment”) providedPrincipal under this Agreement. To the extent the Distributor is required to deduct and withhold taxes on any payment to the Principal, however, the Distributor shall pay the amounts of such taxes to the proper governmental authority in a timely manner and promptly transmit to the Principal an official tax certificate or other evidence of such withholding sufficient to enable the Principal to claim such payment of taxes. The Principal shall provide the Distributor any tax forms that if may be reasonably necessary in order for the Distributor to not withhold tax or to withhold tax at a reduced rate under an Acquisition of Ovid occurs applicable bilateral income tax treaty. The Principal shall use reasonable efforts to provide any such tax forms to the Distributor at least […***…] prior to Ovid’s the due date for any payment for which the Principal desires that the Distributor apply a reduced withholding rate. Each party shall provide the other with reasonable assistance to enable the recovery, as permitted by applicable laws, of withholding taxes, value added taxes, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Initial Milestone Payment, party bearing such withholding tax or if value added tax. If any payment required to be made by the Distributor to the Principal is subject to a deduction of the Initial Milestone Payment shall cause Takeda to beneficially own more than 19.99% of Ovid’s capital stock outstandingtax or withholding tax, then “Initial Milestone Payment” the sum payable by the Distributor (in respect of which such deduction or withholding is required to be made) shall instead mean $US50 million in cashbe increased to the extent necessary to ensure that the Principal receives a sum equal to the sum which it would have received without giving effect to such deduction or withholding.

Milestone Payments. Ovid NIBRI shall pay Takeda (or if equity is being issued as payment, at Takeda’s request to Takeda’s designated Affiliate), the following [*] make milestone payments within [*] following the first occurrence of each event set forth below (or if Ovid is Publicly Traded at the time, is issuing Milestone Shares to satisfy such payment obligation and is required by the applicable stock exchange on which its shares are listed or by law to obtain stockholder approval prior to making such issuance, such longer period of time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including by way of calling a special meeting to obtain such approval)): (i) Upon the first patient enrollment in the first Phase III Trial for the first of the Initial Indications (in accordance with the Development Plan): Ovid shall issue Takeda (or Takeda’s designated Affiliate) the number of Milestone Shares equal to the lesser ofthis Section 3.5: (Aa) eight percent with respect to each Myogen Compound, Collaboration Compound or NIBRI Compound having an effect on a High Priority Target, as defined below (8%whether or not an Option, as defined below, has been exercised), within [/\#/\] of the achievement of such milestone; and (b) with respect to each Myogen Compound, Collaboration Compound or NIBRI Compound having an effect on a Low Priority Target (as to which NIBRI has exercised its Option), payment within [/\#/\] days of Ovid’s outstanding capital stock (exercise of the Option for all prior milestones achieved. Except as explicitly set forth below, milestone payments shall be payable only once with capital stock respect to a particular Myogen Compound, Collaboration Compound or NIBRI Compound, even though that Myogen Compound, Collaboration Compound or NIBRI Compound may be subsequently developed for purposes indications other than those for which regulatory approval was initially sought. In the event that a Myogen Compound, Collaboration Compound or NIBRI Compound fails in development, any milestone payments previously paid with respect to such Myogen Compound, Collaboration Compound or NIBRI Compound shall be fully creditable toward the same milestone due with respect to another Myogen Compound, Collaboration Compound or NIBRI Compound advanced as a lead Compound in place of this sentence meaning Ovid’s preferred stock on an as-converted basis, together with Ovid’s common stock) the failed Compound that acts on the date same Myogen Target or Collaboration Target. NIBRI may deduct from any milestone payments otherwise due to Myogen under this Section 3.5 the corresponding milestone is achieved (amount of any withholding and adjusted for any issuances of Ovid’s capital stock by Ovid after similar taxes required under applicable law to be withheld from such payments and paid to applicable tax authorities. The schedule below corresponds to an identical schedule in the milestone date and on or before the payment date, but such adjustment License Agreement; payments made pursuant to exclude any common stock issued upon the this Agreement prior to exercise of option grants); or (B) $US50 million divided by an Option shall be treated as payments made under the Milestone Shares Price (the “Initial Milestone Payment”) provided, however, that if an Acquisition of Ovid occurs prior to Ovid’s payment of the Initial Milestone Payment, or if payment of the Initial Milestone Payment shall cause Takeda to beneficially own more than 19.99% of Ovid’s capital stock outstanding, then “Initial Milestone Payment” shall instead mean $US50 million in cash.License Agreement. [/\#/\]CONFIDENTIAL TREATMENT REQUESTED Collaboration and Option Agreement - Confidential - Page 15 MILESTONE DEVELOPMENTAL MILESTONE: PAYMENT ------------------------ ------- Pre-Clinical Milestones:

Milestone Payments. Ovid Subject to the terms of this Agreement, in further consideration of EVOTEC’s contributions to the Research Programme and providing FTE support as agreed to herein, BOEHRINGER shall pay Takeda (or if equity is being issued as payment, at Takeda’s request to Takeda’s designated Affiliate), make the following [*] pre-clinical milestone payments within [*] following the first at occurrence of the events outlined below with respect to start of Lead Optimisation Programmes and Pre-Development Compounds identified during the Research Term, or identified during a period of six (6) months thereafter with respect to Synthesised Compounds which have been made during the Research Term. In addition, BOEHRINGER shall make the clinical development milestone and performance milestone payments for Products. Milestone payments for Pre-Development Compounds identified during the six (6) months extension period referred to in this Section 8.02 shall be reduced by the payment made pursuant to Section 11.06.(a) with respect to the Compound concerned. However, it is understood and agreed that BOEHRINGER shall not be required to pay the milestone payments (a)—(e) for events occurring after expiry of the Research Term and the aforementioned six (6) months period with respect to Intellectual Property Rights distributed pursuant to Section 11.06. PRECLINICAL DEVELOPMENT MILESTONE PAYMENTS (a) First start of the Lead Optimisation Programme for mGluR5 antagonists **** (b) Start of each event set forth below other Lead Optimisation Programme other than for (or a) above **** * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. (c) Selection by BOEHRINGER of each Pre-Development Compound (not including any Back-Up Pre-Development Compound) **** (d) Selection by BOEHRINGER of each Back-Up Pre-Development Compound which is equivalent to its predecessor **** (e) Selection by BOEHRINGER of each Back-Up Pre-Development Compound which is considered superior to its predecessor pursuant to Section 3 or, if Ovid is Publicly Traded at selected after the timeResearch Term, is issuing Milestone Shares to satisfy such payment obligation and is required considered superior by the applicable stock exchange on which its shares are listed or by law to obtain stockholder approval prior to making such issuance, such longer period BOEHRINGER **** CLINICAL DEVELOPMENT MILESTONE PAYMENTS (f) Start of time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including by way of calling a special meeting to obtain such approval)): (i) Upon the first patient enrollment in the first Phase III Trial I for the first of the Initial Indications (in accordance with the Development Plan): Ovid shall issue Takeda (or Takeda’s designated Affiliate) the number of Milestone Shares equal to the lesser of: (A) eight percent (8%) of Ovid’s outstanding capital stock (with capital stock for purposes of this sentence meaning Ovid’s preferred stock on an as-converted basis, together with Ovid’s common stock) on the date the corresponding milestone is achieved (and adjusted for any issuances of Ovid’s capital stock by Ovid after the milestone date and on or before the payment date, but such adjustment to exclude any common stock issued upon the exercise of option grants); or (B) $US50 million divided by the Milestone Shares Price (the “Initial Milestone Payment”) provided, however, that if an Acquisition of Ovid occurs prior to Ovid’s payment of the Initial Milestone Payment, or if payment of the Initial Milestone Payment shall cause Takeda to beneficially own more than 19.99% of Ovid’s capital stock outstanding, then “Initial Milestone Payment” shall instead mean $US50 million in cash.each Product ****

Milestone Payments. Ovid (a) For each ALLERGAN DESIGNATED COMMERCIAL COMPOUND qualifying for payment under subsections (b) and (c) below, ALLERGAN shall pay Takeda the following amounts upon the occurrence of the following milestone events. * (b) The milestone payments under items numbered 1 through 3 in subsection (a) above shall be payable with respect to each ALLERGAN DESIGNATED COMMERCIAL COMPOUND with respect to which such milestone is achieved. The milestone payments numbered 4 through 6 in subsection (a) above shall be paid with respect to the first ALLERGAN DESIGNATED COMMERCIAL COMPOUND which achieves such milestones, and any subsequent payments for any additional ALLERGAN DESIGNATED COMMERCIAL COMPOUND achieving any such milestone shall be *. Notwithstanding any of the foregoing, in the event that any ALLERGAN DESIGNATED COMMERCIAL COMPOUND is a replacement for an ALLERGAN DESIGNATED COMMERCIAL COMPOUND which has been abandoned by ALLERGAN during the pre-clinical or if equity is being issued clinical study process, no payments shall be due in the event that such replacement compound meets a milestone for which a payment has already been made with respect to the replaced ALLERGAN DESIGNATED COMMERCIAL COMPOUND. (c) Milestone payments for the first ALLERGAN DESIGNATED COMMERCIAL COMPOUND to achieve each of the milestones numbered 1 through 6 in subsection (a) above shall be as paymentset forth above, at Takeda’s request provided however that with respect to Takeda’s designated Affiliateany subsequent ALLERGAN DESIGNATED COMMERCIAL COMPOUNDS achieving such milestones and qualifying for payment pursuant to the terms of Section 9.3(b) above, the payments set forth in numbers 1 through 6 in subsection (a), as adjusted pursuant to Section 9.3(b) above, will be * by * percent (*%) per annum during the following [period beginning with the first milestone payment under milestone 1 of subsection (a) above and ending upon the termination of the COLLABORATION TERM (such adjustment percentage shall remain fixed with respect additional milestones for the same ALLERGAN DESIGNATED COMMERCIAL COMPOUND). For example, if the first ALLERGAN DESIGNATED COMMERCIAL COMPOUND meets milestone 1 in * of *] , and a second ALLERGAN DESIGNATED COMMERCIAL COMPOUND that is not a REPLACEMENT COMPOUND meets milestone 1 in * of *, the adjustment percentage is *%, and therefore the milestone payment for the second ALLERGAN DESIGNATED COMMERCIAL COMPOUND would be $*. If the same ALLERGAN DESIGNATED COMMERCIAL COMPOUND meets milestone 2 in * of *, the adjustment percentage would continue to be fixed at *%, and therefore the milestone payment would be $* (whereas a third ALLERGAN DESIGNATED COMMERCIAL COMPOUND that is not a REPLACEMENT COMPOUND achieving milestone 1 in * of *would have its adjustment percentage fixed at *%, assuming that the first ALLERGAN DESIGNATED COMMERCIAL COMPOUND met milestone 1 as indicated above). (d) percent (*%) of the milestone payments within [*] following paid by ALLERGAN to ENTREMED hereunder shall be creditable against the first occurrence of royalties due to ENTREMED under this AGREEMENT in each event set forth below (or if Ovid is Publicly Traded at the time, is issuing Milestone Shares to satisfy CALENDAR YEAR until such payment obligation and is required by the applicable stock exchange on which its shares are listed or by law to obtain stockholder approval prior to making such issuance, such longer period of time as required to obtain such stockholder approvalcredit has been fully exhausted; provided that Ovid no royalty payment due hereunder for any CALENDAR QUARTER shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including be reduced by way of calling a special meeting to obtain such approval)): (i) Upon the first patient enrollment in the first Phase III Trial for the first of the Initial Indications (in accordance with the Development Plan): Ovid shall issue Takeda (or Takeda’s designated Affiliate) the number of Milestone Shares equal to the lesser of: (A) eight more than * percent (8*%). Milestone payments paid by ALLERGAN to ENTREMED hereunder shall NOT be creditable against the royalties due to ENTREMED under this AGREEMENT if such milestone payments have already been subjected to a *% reduction pursuant to subsection (b) of Ovid’s outstanding capital stock (with capital stock for purposes of this sentence meaning Ovid’s preferred stock on an as-converted basis, together with Ovid’s common stock) on the date the corresponding milestone is achieved (and adjusted for any issuances of Ovid’s capital stock by Ovid after the milestone date and on or before the payment date, but such adjustment to exclude any common stock issued upon the exercise of option grants); or (B) $US50 million divided by the Milestone Shares Price (the “Initial Milestone Payment”) provided, however, that if an Acquisition of Ovid occurs prior to Ovid’s payment of the Initial Milestone Payment, or if payment of the Initial Milestone Payment shall cause Takeda to beneficially own more than 19.99% of Ovid’s capital stock outstanding, then “Initial Milestone Payment” shall instead mean $US50 million in cashabove.

Milestone Payments. Ovid Appendix F hereto sets forth milestone payments to be made with respect to each separate milestone and a final schedule of values, and the sum of all such milestone payments and the final schedule of values equals the Fixed Design-Build Price. Payments by the Sewer District shall pay Takeda be (1) made only upon completion of the milestone, or completion of demonstrated progress against the final schedule of values, required to be completed as the basis for such payment as set forth in Appendix F-1 hereto; (2) subject to the maximum payment limitations specified in the maximum drawdown schedule set forth in Appendix F-2 hereto; and (3) subject to the conditions of payment set forth in this Section. (B) Requisitions. Following the Design-Build Commencement Date, the Design-Build Contractor must submit Requisitions to the Sewer District on a monthly basis and may receive from the Sewer District the partial payments of the Fixed Design-Build Price. Each Requisition must be accompanied by a certificate of an authorized Design-Build Contractor official certifying: (1) the portion of the Fixed Design-Build Price which is payable to the Design-Build Contractor, (2) the amount of any Fixed Design-Build Price Adjustments which are payable to the Design-Build Contractor, together with Cost Substantiation for such amounts, if equity any, that are not subject to a lump sum amount, (3) that the Design-Build Contractor is being issued as neither in default under this Design-Build Agreement nor in breach of any material provision of this Design-Build Agreement such that the breach would, with the giving of notice or passage of time, constitute an Event of Default, (4) that all items applicable to the milestone or schedule of values entitling the Design-Build Contractor to request payment under the payment schedule set forth in Appendix F hereto have been completed in accordance therewith and with this Design-Build Agreement, including the Technical Specifications, and (5) that all work for which the Sewer District has previously paid is free and clear of any lien, claim, or other encumbrance of any person whatsoever. As a condition precedent to payment, at Takeda’s request to Takeda’s designated Affiliate)the Design-Build Contractor shall, the following [*] milestone payments within [*] following the first occurrence of each event set forth below (or if Ovid is Publicly Traded at the time, is issuing Milestone Shares to satisfy such payment obligation and is as required by the applicable stock exchange on which its shares are listed or by law to obtain stockholder approval prior to making such issuanceSewer District, such longer period of time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including by way of calling a special meeting to obtain such approval)): (i) Upon the first patient enrollment in the first Phase III Trial for the first of the Initial Indications (in accordance with the Development Plan): Ovid shall issue Takeda (or Takeda’s designated Affiliate) the number of Milestone Shares equal also furnish to the lesser of: (A) eight percent (8%) Sewer District properly executed waivers of Ovid’s outstanding capital stock (with capital stock for purposes lien or claim, in a form acceptable to the Sewer District, from all Subcontractors, materialmen, suppliers or others having lien or claim rights, wherein said Subcontractors, materialmen, suppliers or others having lien or claim rights, shall acknowledge receipt of this sentence meaning Ovid’s preferred stock on an as-converted basisall sums due pursuant to all prior Requisitions and waive and relinquish any liens, together with Ovid’s common stock) on lien rights or other claims relating to the date Work and the corresponding milestone is achieved (and adjusted for any issuances of Ovid’s capital stock by Ovid after the milestone date and on or before the payment date, but such adjustment to exclude any common stock issued upon the exercise of option grants); or (B) $US50 million divided by the Milestone Shares Price (the “Initial Milestone Payment”) provided, however, that if an Acquisition of Ovid occurs prior to Ovid’s payment of the Initial Milestone Payment, or if payment of the Initial Milestone Payment shall cause Takeda to beneficially own more than 19.99% of Ovid’s capital stock outstanding, then “Initial Milestone Payment” shall instead mean $US50 million in cashProject Site.

Milestone Payments. Ovid shall pay Takeda (or a) With respect to the time period from and after January 1, 2023, if equity is being issued as paymentfor any calendar year starting with the year ending December 31, at Takeda’s request to Takeda’s designated Affiliate2023 and ending with the year ending December 31, 2026 (the “Milestone Period”), the following [*] milestone payments within [*] following applicable Minimum Royalty Threshold is met or exceeded with respect to the first occurrence of each event TRC Royalty actually received with respect to any such calendar year (each, a “Milestone Event”), the Purchaser shall make a payment to the Seller in cash in the amount set forth below across from the applicable Minimum Royalty Threshold on Exhibit B with respect to such applicable year (each, a “Milestone Payment”). For the avoidance of doubt, if there are two Minimum Royalty Thresholds for a given calendar year and both are met or if Ovid is Publicly Traded at exceeded in such year, then only the time, is issuing larger of the two applicable Milestone Shares to satisfy such payment obligation Payments shall become due and is required payable by the Purchaser for that year’s Milestone Event. No achievement of, or failure to achieve, the Minimum Royalty Threshold nor the payment of a Milestone Payment for any given calendar year shall have any effect on any future calendar year’s Minimum Royalty Threshold or Milestone Payment. For the avoidance of doubt, any amounts that comprise TRC Royalty received after the calendar year during which the applicable stock exchange on which its shares are listed or by law sales giving rise to obtain stockholder approval prior to making such issuanceTRC Royalty occurred, such longer period of time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including by way of calling a special meeting to obtain such approval)): (i) Upon payments received a result of an audit of GSK, (ii) delayed payments, (iii) payments in lieu of TRC Royalty (whether by settlement, litigation or otherwise), and (iv) amounts deemed to be TRC Royalty actually received by the first patient enrollment Purchaser or any of its Affiliates (including the Company) pursuant to Section 2.5(b) below, will be deemed to be amounts comprising TRC Royalty in respect of the calendar year during which the applicable sales giving rise to such TRC Royalty occurred for purposes of evaluating the Minimum Royalty Threshold. (b) In the event that the Purchaser or any of its Affiliates (including the Company) does not actually receive any TRC Royalty that is payable by GSK pursuant to the Collaboration Agreement with respect to the Milestone Period, to the extent resulting from (i) the Purchaser’s (or any of its Affiliates’, including the Company’s) breach of the Collaboration Agreement, (ii) any other finally adjudicated, settled or otherwise resolved dispute, (iii) any arrangement between, the Purchaser or any of its Affiliates (including the Company), on the one hand, and GSK or any of its Affiliates, or any of its or their licensees and sublicensees, on the other hand, or (iv) a material act or omission of the Purchaser or any of its Affiliates (including the Company), then any TRC Royalty withheld by GSK as a result thereof will be deemed a TRC Royalty actually received with respect to the applicable calendar year and added to any other applicable TRC Royalty for purposes of such applicable calendar year, for purposes of determining whether the Minimum Royalty Threshold has been met in the first Phase III Trial for the first applicable calendar year (any of the Initial Indications foregoing in Section 2.5(b)(i), (ii) or (iii), a “Withheld TRC Royalty”). (c) In the event of any TRC Royalty that is payable but not timely paid by GSK, the Purchaser shall notify the Seller of such and reasonably describing the withheld amount and material information regarding such withholding, within ten (10) Business Days following receipt of such payment, and, upon the written request of the Seller, the Purchaser shall reasonably cooperate with the Seller and provide reasonable details relating to such Withheld TRC Royalty to ascertain whether the TRC Royalty constitutes a Withheld TRC Royalty, subject to any confidentiality obligations to GSK (as such obligations are modified by the GSK Confidentiality Agreement and Consent). Such determination may be undertaken by a mutually agreed third party expert subject to customary confidentiality obligations, provided that such expert may disclose to the Seller its determination of whether such amounts constitute a Withheld TRC Royalty and a reasonable summary of the circumstances. (d) The Seller hereby agrees and acknowledges that (i) each Milestone Payment is a contingent payment obligation of the Purchaser and there can be no assurance regarding the occurrence of any Milestone Event and (ii) without limiting Purchaser’s and its Affiliates’ obligations pursuant to this Agreement, including Section 5.8, the Collaboration Agreement, the LLC Agreement and the Related Documents, the Purchaser shall have no obligation or liability with respect to any Milestone Payment unless and until the corresponding Milestone Event has occurred. For avoidance of doubt, the occurrence of a Milestone Event is a necessary condition prior to any obligation on the part of the Purchaser with respect to any Milestone Payment. Any Milestone Payment owed to the Seller by the Purchaser in accordance with this Section 2.5 shall be paid to the Development Plan): Ovid shall issue Takeda Seller or its applicable Subsidiaries by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Seller and delivered to the Purchaser in accordance with Section 9.3 of this Agreement, within ten (10) Business Days following receipt of the applicable Net Sales Report(s) by the Purchaser, or Takeda’s designated Affiliatereceipt of other reasonable evidence by the Purchaser, evidencing the occurrence of a Milestone Event. A late fee of four percent (4%) over the Prime Rate (calculated on a per annum basis) will accrue on all unpaid amounts with respect to any Milestone Payment from the date such obligation was due. (e) The parties hereto agree that: (i) the number of aggregate Milestone Shares equal Payments payable by the Purchaser pursuant to Section 2.5(a) and 2.5(b) shall not exceed $250,000,000 and (ii) the total Purchase Price payable to the lesser of: Seller by the Purchaser hereunder (A) eight percent (8%) inclusive of Ovid’s outstanding capital stock (with capital stock for purposes of this sentence meaning Ovid’s preferred stock on an as-converted basisthe Closing Date Trelegy Consideration, together with Ovid’s common stock) on the date Ampreloxetine Purchase Price and the corresponding milestone is achieved (and adjusted for any issuances of Ovid’s capital stock by Ovid after the milestone date and on or before the payment datemaximum Milestone Payments, but such adjustment to exclude any common stock issued upon excluding the exercise of option grants); or (BOuter Years Royalty) shall not exceed $US50 million divided by 1,429,480,364.34 in the Milestone Shares Price (the “Initial Milestone Payment”) provided, however, that if an Acquisition of Ovid occurs prior to Ovid’s payment of the Initial Milestone Payment, or if payment of the Initial Milestone Payment shall cause Takeda to beneficially own more than 19.99% of Ovid’s capital stock outstanding, then “Initial Milestone Payment” shall instead mean $US50 million in cashaggregate.

Milestone Payments. Ovid shall pay Takeda (or if equity is being issued as paymenta) In the event that, at Takeda’s request to Takeda’s designated Affiliate)in respect of a Measurement Year, the following [*] milestone payments within [*] following the first occurrence of each event set forth below (or if Ovid is Publicly Traded at the time, is issuing Milestone Shares to satisfy such payment obligation and is required by the applicable stock exchange on which its shares are listed or by law to obtain stockholder approval prior to making such issuance, such longer period of time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including by way of calling a special meeting to obtain such approval)): (i) Upon the first patient enrollment Milestone Notice (and the Adjusted EBITDA calculations therein) in respect thereof has become final, binding and non-appealable pursuant to this Agreement, including under Section 2.2(c), and such Milestone Notice provides that one or both Milestones in respect of such Measurement Year have been achieved, (ii) any written agreement between the first Phase III Trial for Parent and Representative to resolve any objections set forth in an Objection Notice with respect to such Milestone Notice as contemplated by Section 2.2(d) provides that one or both Milestones in respect of such Measurement Year have been achieved or otherwise establishes that an amount of cash shall be paid by Parent to satisfy any obligation to pay any Milestone Payment in respect of such Measurement Year or (iii) the first final, conclusive and binding decision of a court of competent jurisdiction provides that one or both Milestones in respect of such Measurement Year have been achieved, then, on or before that date that is ten (10) Business Days after Final Determination Date, the Parent Parties shall collectively deliver to the Rights Agent (A) cash equal to the amount necessary to pay the aggregate of the Initial Indications Milestone Payments due in respect of Milestones achieved during such Measurement Year as so finally determined or agreed and (B) a written summary of any and all deductions or withholdings effected by Parent or which Parent is instructing the Rights Agent to effect, in each case in accordance with the Development Plan): Ovid terms of Section 2.3(b), which written summary shall issue Takeda provide, as to each Holder, the amount so deducted or withheld (or Takeda’s designated Affiliatethe amount that Parent is directing the Rights Agent to so deduct and withhold). For purposes hereof, with respect to any Measurement Year, the “Final Determination Date” means (1) in the number case of a Milestone Shares equal Notice in respect of such Measurement Year that has become final, binding and non-appealable pursuant to Section 2.2(c), the lesser of: day after the expiration of the Review Period; (A2) eight percent (8%) in the case of Ovid’s outstanding capital stock (with capital stock for purposes a written agreement between the Parent and Representative that resolves all objections set forth in an Objection Notice in respect of this sentence meaning Ovid’s preferred stock on an as-converted basisthereof, together with Ovid’s common stock) on the date that such Agreement becomes binding and effective; and (3) in the corresponding milestone is achieved case of the final, conclusive and binding decision of a court of competent jurisdiction in respect of such Measurement Year, the date of receipt by Parent and the Representative of such decision (and adjusted for any issuances of Ovid’s capital stock unless otherwise directed by Ovid after the milestone date and on or before the payment date, but such adjustment to exclude any common stock issued upon the exercise of option grantscourt); or (B) $US50 million divided by the Milestone Shares Price (the “Initial Milestone Payment”) provided, however, that for the purpose of subsection (1), (2) and (3) above, if an Acquisition of Ovid occurs prior to Ovid’s payment of the Initial Milestone Paymentday that would otherwise be the Final Determination Date is not a Business Day, or if payment of the Initial Milestone Payment Final Determination Date shall cause Takeda to beneficially own more than 19.99% of Ovid’s capital stock outstanding, then “Initial Milestone Payment” shall instead mean $US50 million in cashbe the next Business Day following such day.

Milestone Payments. Ovid (a) Subject to Buyer’s right of set-off under Section 10.5, Seller shall be entitled to receive and Buyer shall pay Takeda to Seller payments (or if equity is being issued the “Milestone Payments”) as payment, at Takeda’s request to Takeda’s designated Affiliate), the following [*] milestone payments within [*] following the first occurrence of each event set forth below (or if Ovid is Publicly Traded at the time, is issuing Milestone Shares to satisfy such payment obligation and is required by the applicable stock exchange on which its shares are listed or by law to obtain stockholder approval prior to making such issuance, such longer period of time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including by way of calling a special meeting to obtain such approval)):follows: (i) Upon a one-time payment of $ [ *** ] if and when Buyer achieves [ *** ] at an Average Annual Cost Per Module [ *** ] within any Measurement Period during the first patient enrollment Milestone Period; and (ii) a one-time payment of $ [ *** ] if and when Buyer [ *** ] at an Average Annual Cost Per Module [ *** ] within any Measurement Period during the Milestone Period. For the avoidance of doubt, the parties hereby acknowledge and agree that (i) in the first Phase III Trial for event both milestones described under clause (i) and (ii) above are met in the first same Measurement Period, Seller will be entitled to Milestone Payments under both such clauses and (ii) the aggregate amount of Milestone Payments shall not exceed $5,000,000. (b) Subject to Section 2.2(g), no later than thirty (30) days after each Reporting Date (unless pursuant to Section 2.2(a), 2.2(g) or 10.5 no further Milestone Payments shall be payable), Buyer shall prepare (or cause to be prepared) and deliver to Parent and Seller a report (each, a “Milestone Statement”) containing (i) a calculation of the Initial Indications ([ *** ] and Average Annual Cost Per Module in accordance with the Development Plan): Ovid provisions set forth in Exhibits A and B, respectively, for the Measurement Period ending on such Reporting Date, which calculation shall issue Takeda be in the form set forth in Exhibits A and B and shall include the underlying information supporting such calculation listed in Exhibits A and B, (or Takeda’s designated Affiliateii) a determination as to whether a Milestone Payment is due with respect to such Measurement Period and (iii) the number name of Milestone Shares equal to the lesser of: (A) eight percent (8%) of OvidBuyer’s outstanding capital stock (with capital stock representative for purposes of this sentence meaning Ovid’s preferred stock on an as-converted basis, together with Ovid’s common stockSection 2.2(c) on the date the corresponding milestone is achieved (and adjusted for any issuances of Ovid’s capital stock by Ovid after the milestone date and on or before the payment date, but such adjustment to exclude any common stock issued upon the exercise of option grants“Buyer Representative”); or (B) $US50 million divided by . Unless Seller challenges the Milestone Shares Price Statement within thirty (30) days of delivery thereof, Buyer’s calculation [ *** ] and Average Annual Cost Per Module and its determination as to whether a Milestone Payment is due shall be conclusive and binding upon Parent and Seller. (c) In the event that Seller disputes the Milestone Statement, Seller shall notify Buyer in writing by delivering a notice (a “Milestone Dispute Notice”) within thirty (30) days after delivery of the Milestone Statement, which Milestone Dispute Notice shall set forth in reasonable detail (taking into account the information made available to Seller) Seller’s objections to the Milestone Statement and the name of Seller’s representative for purposes of Section 2.2(c) (the “Initial Seller Representative”). If Seller timely delivers a Milestone Payment”Dispute Notice, such objections shall be resolved as follows: (i) providedThe Buyer Representative and the Seller Representative shall first use reasonable efforts and cooperate in good faith to resolve such objections. (ii) If the Buyer Representative and the Seller Representative do not reach a resolution of all objections set forth in the Milestone Dispute Notice within thirty (30) days after delivery of such Milestone Dispute Notice, howeverBuyer and Seller shall submit such disagreement for final binding resolution to the Arbitrating Accountant, who shall be engaged to provide a conclusive, final and binding resolution of the unresolved objections set forth in the Milestone Dispute Notice. (iii) In the event of any dispute provided for in Section 2.2(c)(ii), subject to the Arbitrating Accountant first entering into a confidentiality agreement with Buyer and Seller in form and substance reasonably satisfactory to Buyer and Seller containing restrictions on the use and disclosure of confidential information of Buyer and Seller and their Affiliates, at the request of the Arbitrating Accountant, Buyer shall provide the Arbitrating Accountant, reasonable access to the books, records and facilities of Buyer with respect to the Business, and Buyer shall cooperate with the Arbitrating Accountant, to the extent reasonably required by the Arbitrating Accountant to resolve any objections raised in a Milestone Dispute Notice and submitted to the Arbitrating Accountant for resolution pursuant to Section 2.2(c)(ii). The parties acknowledge and agree that the confidentiality agreement shall (i) prohibit the Arbitrating Accountant from disclosing any confidential information of Buyer to Seller or of Seller to Buyer (including any information or analysis derived from Buyer’s or Seller’s confidential information) and (ii) provide that the decision of the Arbitrating Accountant shall include only a determination as to [ *** ] (in the form set forth in Exhibit A), Average Annual Cost Per Module (in the form set forth In Exhibit B), whether a Milestone Payment is due under this Section 2.2 and the margin of error in the calculation of Average Annual Cost Per Module or [ *** ] but shall not include any additional information or analysis derived from Buyer’s confidential information. (iv) The Buyer Representative and the Seller Representative shall each be entitled to make a presentation to the Arbitrating Accountant pursuant to procedures to be agreed to among the Buyer Representative, the Seller Representative and the Arbitrating Accountant, advocating the merits of each party’s position and the Arbitrating Accountant shall be required to resolve the unresolved objections within thirty (30) days thereafter. The determination of the Arbitrating Accountant shall be final and binding upon Buyer, GE, Parent and Seller. The fees and expenses of the Arbitrating Accountant shall be borne by (i) Seller if the Arbitrating Accountant determines that Buyer was correct in not paying the Milestone Payment that was the subject of such dispute or (ii) Buyer if the Arbitrating Accountant determines that Buyer should have paid the Milestone Payment that was the subject of such dispute. (d) Within fifteen (15) days after the earlier of (i) delivery of a Milestone Statement pursuant to which a Milestone Payment is payable or (ii) the resolution of all objections set forth in a Milestone Dispute Notice pursuant to Section 2.2(c)(i) or 2.2(c)(iv), Buyer shall pay to Seller any Milestone Payment determined to be payable pursuant to such Milestone Statement or resolution of objection, minus any amounts offset pursuant to Section 10.5. Such payment, less any applicable tax withholding pursuant to Section 7.5(e) plus any applicable VAT, shall be made by wire transfer of immediately available funds to an Acquisition of Ovid occurs account designated in writing by Seller at least five (5) Business Days prior to Ovid’s the date on which such payment is due. In the event that a Milestone Statement indicates that the Milestone Payment pursuant to Section 2.2(a)(i) is payable and Seller delivers a Milestone Dispute Notice claiming that the Milestone Payment pursuant to Section 2.2(a)(ii) is also payable, Buyer shall pay the Milestone Payment pursuant to Section 2.2(a)(i) in accordance with the aforesaid notwithstanding that Seller has delivered a Milestone Dispute Notice. (e) Payments made pursuant to this Section 2.2 will be treated as adjustments to the Purchase Price for all Tax purposes. For all Tax purposes, each party agrees not to take an inconsistent position therewith including in the filing of any Tax Return or pursuant to any audit or administrative or judicial proceeding. (f) The control of the Business on and after the Closing will rest exclusively with Buyer and its Affiliates, and neither Parent nor the Company shall have any right to object to the manner in which the Business is conducted after the Closing, including any rights to prevent the merger or consolidation of Buyer, any sale or transfer of any shares of Buyer or any assets of Buyer to any third Person or the acquisition of any interests in or assets of any third Person. Notwithstanding the foregoing, Buyer shall, if the Closing does occur, use commercially reasonable efforts to utilize the Purchased Assets and [ *** ] and decrease the Average Annual Cost Per Module with a target [ *** ] Average Annual Cost Per Module [ *** ] by the end of the Milestone Period. For the avoidance of doubt, the parties hereby acknowledge and agree that nothing in this Agreement in general or in this Section 2.2 in particular shall be deemed to be an undertaking by Buyer or any of its Affiliates that Buyer will be successful in reaching such target [ *** ] or Average Annual Cost Per Module. Buyer has the right, in its sole discretion, for any reason or for no reason, not to make use of the Purchased Assets or to discontinue the Business, and Parent and Seller acknowledge and agree that such discontinuance shall not, in and of itself, be deemed a breach of the covenant to use commercially reasonable efforts to [ *** ] and reduce the Average Annual Cost Per Module in the manner set forth in the second sentence of this paragraph. Notwithstanding the foregoing, in the event that prior to the expiration of the Milestone Period and the full payment of the Initial Milestone Payments, Buyer sells or disposes of the Business or all or substantially all of the assets related to the Business to any third party (except to an Affiliate of Buyer, in which case Buyer shall remain liable to make the Milestone Payments) and such third party acquirer does not assume Buyer’s obligations pursuant to this Section 2.2, Buyer shall pay to Seller the aggregate amount of the Milestone Payments contemplated pursuant to this Section 2.2 minus any Milestone Payments already paid to Seller minus any amounts offset pursuant to Section 10.5 less any applicable tax withholding pursuant to Section 7.5(e) plus any applicable VAT. The parties agree that if such third party acquiror does assume Buyer’s obligations pursuant to this Section 2.2, Buyer and GE shall guarantee such obligations. (g) Buyer shall have the option, at any time, to pay Seller the aggregate amount of the Milestone Payments contemplated pursuant to this Section 2.2 minus any Milestone Payments already paid to Seller minus any amounts offset pursuant to Section 10.5 (the “Early Payment, or if ”). Upon payment of the Initial Early Payment, all obligations of Buyer related to the Milestone Payments, including any obligations of Buyer under this Section 2.2, shall be terminated without further liability of Buyer or any of its Affiliates with respect thereto. Buyer shall notify Seller in writing of its election to make the Early Payment and, upon receipt of such notice, Seller shall cause Takeda promptly designate in writing a bank account to beneficially own more than 19.99% which such payment shall be made. Within ten (10) days of Ovid’s capital stock outstandingdelivery of such notice, then “Initial Milestone Buyer shall pay the Early Payment” , less any applicable tax withholding pursuant to Section 7.5(e) plus any applicable VAT, by wire transfer of immediately available funds to the account designated in writing by Seller. (h) For purposes of this Section 2.2, the following terms shall instead mean $US50 million have the meanings specified or referred to in cash.this Section 2.2(h):

Milestone Payments. Ovid COMPANY shall pay Takeda (or if equity is being issued as payment, at Takeda’s request to Takeda’s designated Affiliate), M.I.T. the following [*] milestone payments within [***] following the first occurrence achievement of each event the relevant Milestone Event set forth below for each LICENSED PRODUCT or IDENTIFIED PRODUCT (for clarity, two or if Ovid is Publicly Traded at more products that contain the timesame COVERED MATERIAL will be deemed the same LICENSED PRODUCT or IDENTIFIED PRODUCT), is issuing Milestone Shares to satisfy regardless of whether such payment obligation and is required by the applicable stock exchange on which its shares are listed or by law to obtain stockholder approval prior to making such issuance, such longer period of time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including by way of calling a special meeting to obtain such approval)): (i) Upon the first patient enrollment in the first Phase III Trial for the first of the Initial Indications (in accordance with the Development Plan): Ovid shall issue Takeda (or Takeda’s designated Affiliate) the number of Milestone Shares equal to the lesser of: (A) eight percent (8%) of Ovid’s outstanding capital stock (with capital stock for purposes of this sentence meaning Ovid’s preferred stock on an as-converted basis, together with Ovid’s common stock) on the date the corresponding milestone is achieved (by COMPANY or by an AFFILIATE or a SUBLICENSEE: Milestone Event Payment [***] [***] [***] [***] [***] [***] [***] [***] If COMPANY receives a payment constituting SUBLICENSE INCOME that is directly attributable to the occurrence of a Milestone Event or circumstance substantially equivalent to such Milestone Event and adjusted for any issuances COMPANY has paid or is obligated to pay to M.I.T. its due share of Ovidsuch payment under the clause entitled “Sublicense Income”), such payment on account of such SUBLICENSE INCOME shall be fully creditable against the Milestone Payment due to MIT such that M.I.T. shall receive either the total value of its due share of SUBLICENSE INCOME only or it’s capital stock by Ovid after due share of the milestone date and on or before the payment dateMilestone Payment only, whichever is greater, but such adjustment not the sum of both amounts. Furthermore, in the case of any future changes to exclude any common stock issued upon the exercise of option grants); or (B) $US50 million divided by diligence obligations in Section 3.1 that would extend the Milestone Shares Price (the “Initial Milestone Payment”) provided, however, that if an Acquisition of Ovid occurs prior to Ovid’s payment first commercial sale of the Initial Milestone Paymentfirst LICENSED PRODUCT past [***] post the date of first designation of a Candidate Product, and if the COMPANY has not paid [***] of the milestones payments in Section 4.1 (c) at least [***], or if payment in the instance that a IDENTIFIED PRODUCT is being carried forward instead of a LICENSED PRODUCT and in recognition of the Initial value of the PATENT RIGHTS and the time it takes to bring LICENSED PRODUCTS to market, COMPANY agrees that COMPANY’s obligation to pay these milestone payments with respect to the first LICENSED PRODUCT or IDENTIFIED PRODUCT to reach the relevant milestone shall survive expiration of all issued patents and filed patent applications within the PATENT RIGHTS (“Surviving Milestone Payment Obligations”). In addition this obligation to pay Surviving Milestone Obligations shall cause Takeda to beneficially own more than 19.99% survive termination of Ovid’s capital stock outstanding, then “Initial Milestone Payment” shall instead mean $US50 million the AGREEMENT as specified in cashSection 12.6(a).

Milestone Payments. Ovid (a) After the Closing, if applicable, the Buyer shall pay Takeda (or if equity is being issued as paymentcause to be paid the Milestone Payment owing pursuant to Exhibit G, at Takeda’s request to Takeda’s designated Affiliate), the following [*] milestone payments within [*] following the first occurrence of each event set forth below (or if Ovid is Publicly Traded at the time, is issuing Milestone Shares to satisfy such payment obligation (if any) to be governed by the terms and conditions of Exhibit G and this Article II. Any such right is solely a contractual right and is required by not a security for purposes of any federal or state securities Laws. In the applicable stock exchange on which its shares are listed event that the Buyer becomes obligated pursuant to the terms of Exhibit G to make the Milestone Payment, when, as and if such Milestone Payment becomes payable pursuant to the terms of this Agreement, the Buyer shall pay or by law cause to obtain stockholder approval prior to making such issuance, such longer period of be paid no later than the time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including by way of calling a special meeting to obtain such approval)):for in Exhibit G: (i) Upon the first patient enrollment to each Seller an amount in the first Phase III Trial for the first of the Initial Indications cash (in accordance with the Development Plan): Ovid shall issue Takeda (or Takeda’s designated Affiliatewithout interest) the number of Milestone Shares equal to the lesser of: product of (A) eight percent (8%) of Ovid’s outstanding capital stock (with capital stock for purposes of this sentence meaning Ovid’s preferred stock on an as-converted basis, together with Ovid’s common stock) on the date the corresponding milestone is achieved (Per Share Milestone Payment Amount and adjusted for any issuances of Ovid’s capital stock by Ovid after the milestone date and on or before the payment date, but such adjustment to exclude any common stock issued upon the exercise of option grants); or (B) $US50 million divided such Seller’s Closing Shares, which payment shall be made by wire transfer of immediately available funds to the account designated by the applicable Seller in writing for such payment; and (ii) to the Company an amount in cash (without interest) equal to the sum of the aggregate Milestone Shares Price Company RSU Consideration payable to the Company RSU Holders and the employer portion of any employment or payroll Taxes related thereto. Subject to the receipt of such amounts from the Buyer, the Company shall pay the applicable Milestone Company RSU Consideration, subject to Section 2.3, to the applicable Company RSU Holders, not later than five (5) days following the “Initial date of receipt of the Milestone Payment”Company RSU Consideration. (b) The right of any Seller or Company RSU Holder to receive the portion of the Milestone Payment payable thereto shall not be evidenced by any form of certificate or instrument, and does not represent any ownership or equity interest in any member of the Company Group, Buyer or any of their respective Affiliates and does not entitle any such entitled Person to any voting rights or any rights to dividend payments. The right of the Sellers and the Company RSU Holders to receive the portion of the Milestone Payment payable thereto shall not be assignable or transferable except, (i) in the case of any Company RSU Holder, (A) by will or the laws of intestacy, (B) by operation of law, (C) by gift without consideration of any kind to a spouse, lineal descendant, sibling, parent, heir, executor, administrator, testamentary, trustee, legatee or beneficiary of such Company RSU Holder or (D) to a trust that is for the exclusive benefit of such Company RSU Holder or its permitted transferees under clause (C) above and (ii) in the case of a Seller, to an Affiliate of such Seller; provided, howeverthat in each case, written notice of such assignment and transfer shall be promptly delivered to the Buyer by the transferor or assignor, which notice shall expressly set forth the transferor or assignor and the transferee or assignment, the rights to which such transfer or assignment related and the effective date of such transfer; provided further, that if an Acquisition of Ovid occurs prior as a condition to Ovid’s payment such transfer or assignment, the parties to such transfer or assignment shall agree to provide to the Buyer any additional evidence of the Initial Milestone Payment, transfer or if payment assignment that the Buyer may reasonably request. None of the Initial Milestone Payment Buyer or any member of the Company Group or any of their respective Affiliates shall cause Takeda give effect to beneficially own more than 19.99% any purported assignment or transfer made in contravention of Ovid’s capital stock outstanding, then “Initial Milestone Payment” shall instead mean $US50 million in cashthis Section 2.7.

Milestone Payments. Ovid (a) In addition to the consideration described in Section 2.8, the Buyer shall pay Takeda make milestone payments (or if equity is being issued as the “Milestone Payments”) to the Shareholders and all other holders of the Closing Date Fully Diluted Company Common Stock exchanged pursuant to the Merger in the amounts listed on Schedule 1 to this Agreement, in each case subject to, and within (20) days following the Company’s achievement of, the milestones (the “Milestones”) set opposite each such amount on Schedule 1. Any amounts payable pursuant to this Section 2.9 shall be payable solely in shares of Buyer Common Stock in an amount equal to the quotient of (a) the amount of such payment, at Takeda’s request to Takeda’s designated Affiliate)divided by (b) the average closing sale price per share of Buyer Common Stock for the ten trading days immediately preceding the date on which the applicable Milestone was achieved. Such shares will be allocated among, and distributed to, the following [*] milestone payments within [*] following holders of the first occurrence Closing Date Fully Diluted Company Common Stock on a pro rata basis based on their respective ownership of each event set forth below the Closing Date Fully Diluted Company Common Stock. (or if Ovid is Publicly Traded at b) The Buyer agrees, for the timebenefit of the holders of the Closing Date Fully Diluted Company Common Stock that, is issuing Milestone Shares to satisfy until such payment obligation and is required by the applicable stock exchange on which its shares are listed or by law to obtain stockholder approval prior to making such issuance, such longer period of time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including by way all of calling a special meeting to obtain such approval)): the Milestones have been achieved, and all of the Milestone Payments have been made, (i) Upon the Buyer and the Company shall use commercially reasonable efforts, in good faith, to cause all of the Milestones to be achieved and (ii) the Company and the Buyer shall not take any actions (or omit to take any actions) which are intended to frustrate or prevent, or could reasonably be expected to frustrate or prevent, the achievement of any of the Milestones. For purposes of the foregoing clause (i) in this Section 2.9(b), “commercially reasonable efforts” shall mean the efforts and resources normally used by a party engaged in the medical device industry in connection with the development and commercialization in the European Union and the United States as is typically expended for a medical diagnostic device with a similar market potential and at a similar stage in its development or commercialization, taking into account the competitiveness of the marketplace, the party’s proprietary position with respect to such product, applicable regulatory circumstances, the potential or actual profitability of such product, and all other relevant factors. Notwithstanding the foregoing, any actions taken by any of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall not be deemed to be a violation of clause (ii) above unless such actions were taken with the approval of the Buyer or any of its executive officers (including any officers of the Buyer to whom such individuals report). (c) On or prior to the sixtieth (60th) day following the last day of each calendar quarter after the first patient enrollment in sale of any Milestone Product, or any other product using the first Phase III Trial for the first of the Initial Indications (in accordance with the Development Plan): Ovid Company IP, Buyer shall issue Takeda (or Takeda’s designated Affiliate) the number of Milestone Shares equal deliver to the lesser of: Shareholder Representative Committee a report (A) eight percent (8%) of Ovid’s outstanding capital stock (with capital stock for purposes of this sentence meaning Ovid’s preferred stock on an as-converted basis, together with Ovid’s common stock) on the date the corresponding milestone is achieved (and adjusted for any issuances of Ovid’s capital stock by Ovid after the milestone date and on or before the payment date, but such adjustment to exclude any common stock issued upon the exercise of option grants); or (B) $US50 million divided by the Milestone Shares Price (the a “Initial Milestone PaymentQuarterly Report”) provided, however, that if an Acquisition of Ovid occurs prior to Ovid’s payment of setting forth the Initial Milestone Payment, or if payment of the Initial Milestone Payment shall cause Takeda to beneficially own more than 19.99% of Ovid’s capital stock outstanding, then “Initial Milestone Payment” shall instead mean $US50 million World-wide Net Revenues (as defined in cashSchedule 1) for such calendar quarter.

Milestone Payments. Ovid In partial consideration of the License, and subject to the terms and conditions stated herein, Dermata shall pay Takeda make the one-time payments to the Licensor upon the occurrence of the corresponding milestone events, specified in Table 4.2 (the “Milestone Payments”). In each case, the Milestone Payment may be made in cash or if equity is being issued as paymentstock of Dermata (“Dermata Equity”), at Takeda’s request the option of Licensor, on a case-by-case basis. All Dermata Equity shall be “restricted stock” under Federal securities laws and shall be issued to Takeda’s designated Affiliate)Licensor under, the following [*] milestone payments within [*] following the first occurrence and shall be subject to a stock purchase agreement, lock up agreement and other ancillary documents between Dermata and Licensor, in a form to be determined by Dermata and reasonably acceptable to Licensor, but in no event shall such documents contain restrictions on, or obligations of, Licensor more onerous than those imposed on other non-affiliated holders of each event set forth below (or if Ovid is Publicly Traded at the timeDermata Equity, is issuing Milestone Shares to satisfy such payment obligation and is required by the applicable stock exchange on which its shares are listed or by law to obtain stockholder approval prior to making such issuance, such longer period of time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including by way of calling a special meeting to obtain such approval)): (i) Upon the first patient enrollment in the first Phase III Trial for the first of the Initial Indications (in accordance with applicable securities laws. In the Development Plan): Ovid shall issue Takeda (or Takeda’s designated Affiliate) event that Dermata Equity is publicly traded, the number of Milestone Shares equal to payment in Dermata Equity will be made at the lesser of: (A) eight percent (8%) of Ovid’s outstanding capital stock (with capital stock for Common Stock Five Day VWAP. For purposes of this sentence meaning Ovid’s preferred Agreement, “Common Stock Five Day VWAP” means, for common stock on an as-converted basis, together with Ovid’s common stock) on the date the corresponding milestone is achieved (and adjusted for as of any issuances of Ovid’s capital stock by Ovid after the milestone date and on or before the payment date, but the volume weighted average price per share of such adjustment to exclude any common stock during the five (5) trading days subsequent to Licensor’s election to accept the applicable milestone under this Section 4.2 in Dermata Equity. In the event that Dermata Equity is not publicly traded, unless otherwise agreed to by Dermata and Licensor, such Dermata Equity shall be Preferred Shares as currently constituted or such equity as existing Preferred Shares become converted into, and shall be issued upon with a valuation consistent with the exercise of option grants); or (B) $US50 million divided most recent valuation obtained by the Milestone Shares Price (the “Initial Milestone Payment”) providedDermata. If Licensor does not agree with such valuation, howeverLicensor may, that if at its sole expense, request an Acquisition of Ovid occurs prior updated appraisal to Ovid’s payment of the Initial Milestone Payment, or if payment of the Initial be performed by an independent qualified Third Party appraiser selected by Dermata. Each Milestone Payment shall cause Takeda be paid only once, notwithstanding the potential development of multiple Licensed Products hereunder, which may involve separate clinical trials or Regulatory Approvals. Table 4.2 is hereby amended in its entirety as follows: Table 4.3 is hereby amended to beneficially own more than 19.99% of Ovid’s capital stock outstanding, then “Initial Milestone Payment” shall instead mean $US50 million read in cash.its entirety as follows:

Milestone Payments. Ovid From time to time after the Closing, Buyer shall pay Takeda or cause to be paid any amounts owing pursuant to Exhibit A to the Securityholders, such payment obligations (if any) to be governed by the terms and conditions of Exhibit A and this Article III. Any such right is solely a contractual right and is not a security for purposes of any federal or state securities laws. In the event Buyer becomes obligated pursuant to the terms and conditions of Exhibit A to make any Milestone Payment to the Securityholders, Buyer shall pay, in accordance with this Section 3.10 and following the delivery to Buyer of an updated spreadsheet indicating the amount of such Milestone Payment to be paid to each Securityholder and each Option Promisee, cash in an amount equal to the applicable Milestone Payment (less any Milestone Set-Off permitted by Exhibit A) to the Securityholders by (a) depositing with the Paying Agent in an account designated by the Paying Agent in writing (for further distribution to the Stockholders, and, as applicable, the Option Promisees in accordance with this Agreement and the Consideration Spreadsheet, which payments will be made to each such Securityholder as promptly as practicable thereafter, and in any event no later than five (5) Business Days following receipt thereof by the Paying Agent) the portion of such Milestone Payment specified by the Stockholders’ Representative in writing to be paid by the Paying Agent, and (b) depositing with the payroll service provider of the Surviving Corporation or Buyer, as the case may be (for further distribution to the Employee Optionholders (in respect of their Employee Options and, as applicable, the Option Promisees), in accordance with this Agreement and the Consideration Spreadsheet, which payments will be made to each Employee Optionholder, with respect to their Employee Options, as promptly as practicable thereafter, and in any event no later than the first regularly scheduled payroll of the Surviving Corporation following receipt thereof by the Surviving Corporation) the portion of such Milestone Payment specified by the Stockholders’ Representative in writing to be paid through payroll. Each such Milestone Payment will be paid no later than the time provided for in Exhibit A. The right of each Securityholder to receive such Securityholder’s Pro Rata Share of any Milestone Payment shall not be evidenced by any form of certificate or instrument, and does not represent any ownership or equity interest in the Company, the Surviving Corporation, Buyer or any of their respective Affiliates and does not entitle any Securityholder to voting rights or rights to dividend payments. The right of each Securityholder to receive such Securityholder’s Pro Rata Share of any Milestone Payment shall not be assignable or transferable except (i) by will or the laws of intestacy, (ii) by operation of law, (iii) by gift without consideration of any kind to a spouse, lineal descendant, sibling, parent, heir, executor, administrator, testamentary trustee, legatee or beneficiary of such Securityholder, or (iv) to a trust that is and remains for the exclusive benefit of such Securityholder or its permitted transferees under clause (iii) above; provided, that, in each case, written notice of such assignment and transfer shall be promptly delivered to each of Buyer and the Stockholders’ Representative by the transferor or assignor (or if equity is being issued such transferor’s or assignor’s estate), which notice shall expressly set forth the transferor or assignor and the transferee or assignee, the rights to which such transfer or assignment related and the effective date of such transfer; and, provided, further, that as paymenta condition to such transfer or assignment, the parties to such transfer or assignment shall agree to provide to each of Buyer and the Stockholders’ Representative, at Takedatheir respective request, any additional evidence of the transfer or assignment that Buyer or the Stockholders’ Representative, as the case may be, may reasonably request. None of Buyer, the Company, Surviving Corporation or any of their respective Affiliates or the Stockholders’ Representative shall give effect to any purported assignment or transfer made in contravention of this ‎Section 3.10. Following any assignment or transfer permitted under this ‎Section 3.10 and prior to the payment of any subsequent Milestone Payment (or upon Buyer’s request to Takeda’s designated Affiliatereasonable request), the following [*] milestone payments within [*] following Securityholders’ Representative shall deliver to Buyer an updated Consideration Spreadsheet, which shall be considered the first occurrence Consideration Spreadsheet for all purposes hereunder. The parties agree that for all income Tax purposes, any payment of each event set forth below (or if Ovid is Publicly Traded at the time, is issuing any portion of any Milestone Shares to satisfy such payment obligation and is required by the applicable stock exchange on which its shares are listed or by law to obtain stockholder approval prior to making such issuance, such longer period of time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including by way of calling a special meeting to obtain such approval)): (i) Upon the first patient enrollment in the first Phase III Trial for the first of the Initial Indications (in accordance with the Development Plan): Ovid shall issue Takeda (or Takeda’s designated Affiliate) the number of Milestone Shares equal to the lesser of: Payment (A) eight percent to the Stockholders shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of foreign, state or local law, as appropriate (8%) subject to imputation of Ovid’s outstanding capital stock (with capital stock for purposes interest under Section 483 or Section 1274 of this sentence meaning Ovid’s preferred stock on an as-converted basisthe Code), together with Ovid’s common stock) on the date the corresponding milestone is achieved (and adjusted for any issuances of Ovid’s capital stock by Ovid after the milestone date and on or before the payment date, but such adjustment to exclude any common stock issued upon the exercise of option grants); or (B) $US50 million divided by to the Milestone Shares Price (the “Initial Milestone Payment”) provided, however, that if an Acquisition of Ovid occurs prior Optionholders shall be treated as compensation subject to Ovid’s payment of the Initial Milestone Payment, or if payment of the Initial Milestone Payment shall cause Takeda to beneficially own more than 19.99% of Ovid’s capital stock outstanding, then “Initial Milestone Payment” shall instead mean $US50 million in cashapplicable withholding Tax.

Milestone Payments. Ovid shall pay Takeda (or if equity is being issued as payment, at Takeda’s request to Takeda’s designated Affiliate), the following [*] milestone payments within [*] following the first occurrence of each event set forth below (or if Ovid is Publicly Traded at the time, is issuing Milestone Shares to satisfy such payment obligation and is required by the applicable stock exchange on which its shares are listed or by law to obtain stockholder approval prior to making such issuance, such longer period of time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including by way of calling a special meeting to obtain such approval)): (i) Upon the first patient enrollment in occurrence and simultaneous with the first Phase III Trial for the first closing of the Initial Indications Milestone Event, Borrowers shall be obligated to pay and shall tender to each Lender it Pro Rata Share of payments (in accordance with the Development Plan): Ovid shall issue Takeda (or Takeda’s designated Affiliate) the number of Milestone Shares equal to the lesser of: (A) eight percent (8%) of Ovid’s outstanding capital stock (with capital stock for purposes of this sentence meaning Ovid’s preferred stock on an as-converted basiseach, together with Ovid’s common stock) on the date the corresponding milestone is achieved (and adjusted for any issuances of Ovid’s capital stock by Ovid after the milestone date and on or before the payment date, but such adjustment to exclude any common stock issued upon the exercise of option grants); or (B) $US50 million divided by the Milestone Shares Price (the a “Initial Milestone Payment”) determined with reference to when the Milestone Event occurs and to the portion of the Commitment that has been drawn or utilized by Borrowers, as shown in the following two tables, the first of which relates to the Growth Capital Loan Commitment, and the second of which relates to the Additional Growth Capital Loan Commitment. Each Milestone Payment shall be tendered to Lenders in cash, except that if the Milestone Event is an IPO, then Parent may (subject to the 25% limitation in the proviso below) elect, by written notice to Lenders at least 10 days prior to the closing of the IPO, to tender to each Lender in lieu of cash that number of shares of common stock having an aggregate value based on the per share offering price of Parent’s common stock to the public equal to the amount of the applicable Milestone Payment (in which event such shares shall be tendered no later than five days after the effective date of the IPO, and such shares shall be subject to no transfer restrictions(other than those imposed by federal and state securities laws, except for any customary lock-up agreement that has also been executed by executive officers of Borrower and holders of 1% or more of Parent’s common stock, not to exceed 180 days after the effective date of the IPO (unless such period is extended to enable the underwriters to comply with NASD Rule 2711(f)); provided, however, that if an Acquisition notwithstanding such election by Parent, at least twenty-five percent (25%) of Ovid occurs prior to Ovid’s payment of the Initial Milestone Payment, or if payment of the Initial each Milestone Payment shall cause Takeda to beneficially own more be paid by Borrowers in the form of cash. Table 1 assumes that Borrowers have drawn upon the entire $7,500,000 of the Growth Capital Loan Commitment; the Milestone Payment amounts set forth in Table 1 shall be reduced pro rata if less than 19.99% $7,500,000 has been drawn as of Ovid’s capital stock outstanding, then “Initial the closing of the Milestone Payment” Event. Table 2 assumes that Lenders have made available and that Borrowers have drawn upon the entire $5,000,000 of the Additional Growth Capital Loan Commitment; the Milestone Payment amounts set forth in Table 2 shall instead mean be reduced pro rata if less than $US50 million in cash5,000,000 has been drawn as of the closing of the Milestone Event.

Milestone Payments. Ovid Alliqua shall pay Takeda (or if equity is being issued as paymentmake non-refundable, at Takeda’s request to Takeda’s designated Affiliate), the following [*] non-creditable milestone payments within [*] following the first occurrence of each event set forth below (or if Ovid is Publicly Traded at the timeeach, is issuing Milestone Shares to satisfy such payment obligation and is required by the applicable stock exchange on which its shares are listed or by law to obtain stockholder approval prior to making such issuance, such longer period of time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including by way of calling a special meeting to obtain such approval)): (i) Upon the first patient enrollment in the first Phase III Trial for the first of the Initial Indications (in accordance with the Development Plan): Ovid shall issue Takeda (or Takeda’s designated Affiliate) the number of Milestone Shares equal to the lesser of: (A) eight percent (8%) of Ovid’s outstanding capital stock (with capital stock for purposes of this sentence meaning Ovid’s preferred stock on an as-converted basis, together with Ovid’s common stock) on the date the corresponding milestone is achieved (and adjusted for any issuances of Ovid’s capital stock by Ovid after the milestone date and on or before the payment date, but such adjustment to exclude any common stock issued upon the exercise of option grants); or (B) $US50 million divided by the Milestone Shares Price (the “Initial Milestone Payment”) providedto CCT upon the achievement of certain milestone events (each a “Milestone Event”) in connection with the sale of a Licensed Product as set forth on Schedule 7.2 hereto, howeverwith the caveat that each individual Milestone Payment set forth in rows numbered (1) through (11) of the table set forth on Schedule 7.2 shall be paid only once. Alliqua shall pay to CCT each such amount within forty-five (45) days following the end of such Launch Year in which achievement of the applicable Milestone Event occurred. If any Milestone Event is achieved and Alliqua has not yet made the prior Milestone Payment(s), that if an Acquisition of Ovid occurs prior to Ovid’s all previous unpaid Milestone Payments shall be due and payable together with the payment of the Initial Milestone PaymentPayment for the first such subsequent Milestone Event achieved. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, or if payment AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 4. Performance under all other terms of the Initial Milestone Payment Agreement: Except as expressly amended hereby, the Agreement shall cause Takeda remain in full force and effect as presently written, and the rights, duties, liabilities and obligations of the Parties thereto, as presently constituted, will continue in full effect. This First Amendment is incorporated and made a part of the Agreement between the Parties. This First Amendment, together with the Agreement, constitutes the entire agreement between the Parties with respect to beneficially own more than 19.99% of Ovid’s capital stock outstandingthe subject matter contained therein, then “Initial Milestone Payment” shall instead mean $US50 million in cashand together, supersede and replace any prior and/or contemporaneous discussions, understandings, representations or agreements, whether written or oral, with respect to the subject matter thereof.

Milestone Payments. Ovid shall pay Takeda (or if equity is being issued as payment, at Takeda’s request to Takeda’s designated Affiliate)6.1 Upon occurrence of each Milestone Event, the following [*] milestone payments within [*] following corresponding Milestone Payment shall become payable by the Distributor to the Principal. 6.2 Each Milestone Payment shall be due once only upon the first occurrence of each event set forth below (or if Ovid is Publicly Traded at the time, is issuing given Milestone Shares to satisfy such payment obligation and is required Event. 6.3 Milestone Payments due under this Clause 6 shall be paid by the applicable stock exchange on which its shares are listed or by law Distributor to obtain stockholder approval prior to making such issuance, such longer period of time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including by way of calling a special meeting to obtain such approval)): (i) Upon the first patient enrollment in the first Phase III Trial for the first Principal within […***…] of the Initial Indications (date of occurrence of the Milestone Event. ***Confidential Treatment Requested 6.4 All payments due to the Principal hereunder shall be made by wire transfer of immediately available funds in accordance with Clause 20.9. If the Development Plan): Ovid shall issue Takeda (or Takeda’s designated Affiliate) the number Principal does not receive payment of Milestone Shares equal any sum due to the lesser of: (A) eight percent (8%) of Ovid’s outstanding capital stock (with capital stock for purposes of this sentence meaning Ovid’s preferred stock on an as-converted basis, together with Ovid’s common stock) on the date the corresponding milestone is achieved (and adjusted for any issuances of Ovid’s capital stock by Ovid after the milestone date and it on or before the payment due date, but interest at a rate per annum equal to the prime rate of interest plus […***…], as reported by The Wall Street Journal, or the highest rate permitted by applicable law, shall thereafter accrue on the sum due calculated on the number of days such adjustment payments are paid after the date such payments are due. 6.5 The parties agree to exclude any common stock issued upon cooperate with one another and use reasonable efforts to reduce or eliminate tax withholding or similar obligations in respect of the exercise of option grants); or (B) $US50 million divided Milestone Payments made by the Milestone Shares Price (Distributor to the “Initial Milestone Payment”) providedPrincipal under this Agreement. To the extent the Distributor is required to deduct and withhold taxes on any payment to the Principal, however, the Distributor shall pay the amounts of such taxes to the proper governmental authority in a timely manner and promptly transmit to the Principal an official tax certificate or other evidence of such withholding sufficient to enable the Principal to claim such payment of taxes. The Principal shall provide the Distributor any tax forms that if may be reasonably necessary in order for the Distributor to not withhold tax or to withhold tax at a reduced rate under an Acquisition of Ovid occurs applicable bilateral income tax treaty. The Principal shall use reasonable efforts to provide any such tax forms to the Distributor at least […***…] prior to Ovid’s the due date for any payment for which the Principal desires that the Distributor apply a reduced withholding rate. Each party shall provide the other with reasonable assistance to enable the recovery, as permitted by applicable laws, of withholding taxes, value added taxes, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Initial Milestone Payment, party bearing such withholding tax or if value added tax. If any payment required to be made by the Distributor to the Principal is subject to a deduction of the Initial Milestone Payment shall cause Takeda to beneficially own more than 19.99% of Ovid’s capital stock outstandingtax or withholding tax, then “Initial Milestone Payment” the sum payable by the Distributor (in respect of which such deduction or withholding is required to be made) shall instead mean $US50 million in cashbe increased to the extent necessary to ensure that the Principal receives a sum equal to the sum which it would have received without giving effect to such deduction or withholding.

Milestone Payments. Ovid shall pay Takeda (or if equity is being issued as payment, at Takeda’s request to Takeda’s designated Affiliate), the following [*] milestone payments within [*] following the first occurrence of each event set forth below (or if Ovid is Publicly Traded at the time, is issuing Milestone Shares to satisfy such payment obligation and is required by the applicable stock exchange on which its shares are listed or by law to obtain stockholder approval prior to making such issuance, such longer period of time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including by way of calling a special meeting to obtain such approval)): (i) Upon In the first patient enrollment in event the first Phase III Trial for Board approves the first Plan of Liquidation, the Company shall make the cash payments specified below (each a "MILESTONE PAYMENT") to the Executive upon the occurrence of the Initial Indications (events specified below, which payments are in accordance with recognition of Executive's services from the Development Plan): Ovid shall issue Takeda (or Takeda’s designated Affiliate) date of such Board approval through the number date of Milestone Shares equal such payment, and which payments are intended to replace the lesser of: normal performance bonus and stock awards that Executive will no longer be eligible for upon stockholder approval of the Plan of Liquidation. PERFORMANCE MILESTONE PAYMENT --------------------- ------- (A) eight percent Later of (8%1) stockholder approval of Ovid’s a Plan of Liquidation or (2) repayment of all unsecured debt* of the Company and the Operating Partnership..............................................$1,645,210.00 (B) Later of (1) repayment of all unsecured debt* of the Company and the Operating Partnership or (2) twelve months following Board approval of a Plan of Liquidation....................................$1,233,907.00 * Excluding routine trade creditor debt not yet due and excluding debt that the Company and/or the Operating Partnership have agreed to keep outstanding capital stock for the benefit of limited partners. (with capital stock for purposes ii) The Milestone Payments shall be paid upon the occurrence of this sentence meaning Ovid’s preferred stock the events specified above, regardless of whether any other element of the Plan of Liquidation has been, or is possible of being, achieved. (iii) The Milestone Payments shall accrue interest at the Bank of America Prime Rate from the date of stockholder approval of the Plan of Liquidation. Interest shall accrue separately on an as-converted basiseach Milestone Payment and shall be payable, if at all, together with Ovid’s common stockthe applicable Milestone Payment. (iv) Notwithstanding anything herein to the contrary, if the Executive becomes entitled to Severance Payments under any other provision of this Agreement, the amount of such Severance Payments otherwise payable shall be reduced by the amount of the Stay Bonus and the amount of each Milestone Payment previously paid or then payable (including those that become payable under Section 4.A(b)(v)(B), below) and ultimately paid. (A) Each Milestone Payment shall not be payable if the Executive is not employed by the Company on the date the corresponding milestone is achieved (and adjusted for any issuances of Ovid’s capital stock by Ovid after on which the milestone date and on event occurs, as a consequence of the Executive's employment being terminated pursuant to Section 5(a), 5(b), termination by the Company with Good Reason pursuant to Section 7(c)(i) or before resignation by the payment date, but such adjustment Executive without Good Cause pursuant to exclude any common stock issued upon the exercise of option grantsSection 7(d)(ii); or . (B) $US50 million divided by the Milestone Shares Price (the “Initial Milestone Payment”) provided, however, that if an Acquisition of Ovid occurs prior to Ovid’s payment of the Initial Milestone Payment, or if payment of the Initial Each Milestone Payment theretofore unpaid shall cause Takeda be payable, regardless of whether the milestone event has occurred, upon Voluntary Resignation for Good Cause pursuant to beneficially own more than 19.99% of Ovid’s capital stock outstanding, then “Initial Milestone Payment” shall instead mean $US50 million in cashSection 7(d)(i) or upon a termination without Good Reason pursuant to Section 7(c)(ii).

Milestone Payments. Ovid (a) As consideration to Alteon for the license and other rights granted to Genentech under this Agreement, Genentech shall pay Takeda (or if equity is being issued as payment, at Takeda’s request to Takeda’s designated Affiliate), Alteon the following [*] milestone payments within [*] following upon the first occurrence of each event set forth below (or if Ovid is Publicly Traded at with respect to the time, is issuing Milestone Shares to satisfy such payment obligation first Pimagedine Product and is required by the applicable stock exchange on which its shares are listed or by law to obtain stockholder approval prior to making such issuance, such longer period of time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including by way of calling a special meeting to obtain such approval)):first Second Generation Product: (i) Upon the first patient enrollment upon filing of an NDA for Regulatory Approval to market and sell such Licensed Product in the first Phase III Trial for United States; (ii) upon receipt of all Regulatory Approvals to market and sell such Licensed Product in the first of the Initial Indications United States; (in accordance with the Development Plan): Ovid shall issue Takeda (or Takeda’s designated Affiliateiii) the number of Milestone Shares equal to the lesser of: upon (A) eight percent (8%) filing of Ovid’s outstanding capital stock (all necessary applications with capital stock Foreign Regulatory Authorities for purposes Regulatory Approval to market and sell such Licensed Product in any of this sentence meaning Ovid’s preferred stock on an as-converted basisthe Major European Countries, together with Ovid’s common stock) on the date the corresponding milestone is achieved (and adjusted for any issuances of Ovid’s capital stock by Ovid after the milestone date and on or before the payment date, but such adjustment to exclude any common stock issued upon the exercise of option grants); or (B) $US50 million divided by filing of all necessary applications with Foreign Regulatory Authorities to market and sell such Licensed Product under the Milestone Shares Price centralized process for filing such Regulatory Approvals in Europe; (the “Initial Milestone Payment”iv) provided, however, that if an Acquisition upon (A) receipt of Ovid occurs prior all Regulatory Approvals from Foreign Regulatory Authorities to Ovid’s payment market and sell such Licensed Products in any of the Initial Milestone PaymentMajor European Countries, or if payment (B) receipt of all Regulatory Approvals from Foreign Regulatory Authorities to market and sell * Confidential Treatment Requested such Licensed Product under the centralized process for issuing such Regulatory Approvals for Europe. Genentech shall notify Alteon promptly upon any such filing or approval triggering milestone payments hereunder, and each of the Initial Milestone Payment payments required pursuant to this Section 5.1(a) shall cause Takeda be paid within fifteen (15) days after such milestone has been achieved. (b) All milestone payments hereunder shall be non-refundable. All milestone payments with respect to beneficially own more than 19.99% of Ovid’s capital stock outstandingthe first Licensed Product to trigger such milestones hereunder shall not be creditable against any royalties paid with respect to such Licensed Product pursuant to this Section 5, then “Initial Milestone Payment” provided that: (i) if the first Licensed Product to receive Regulatory Approval for marketing and in any country or jurisdiction in the Territory is a Second Generation Product, in such event as to any second Licensed Product hereunder Genentech shall instead mean $US50 million in cashnot owe any milestone payments to Alteon hereunder; and (ii) all milestone payments paid with respect to the second Licensed Product to receive any Regulatory Approvals that trigger milestones hereunder, if it is a Second Generation Product, shall be one hundred percent (100%) creditable, dollar-for-dollar, against any and all future royalties to be paid with respect to such Licensed Product pursuant to Section 5.

Milestone Payments. Ovid (a) In addition to the Closing Payment Amount, as part of the Aggregate Consideration, the Sellers shall pay Takeda be entitled to certain additional contingent payments from Buyer after the Closing as set out in this Section 2.8 (or if equity is being issued as each such additional payment, at Takeda’s request to Takeda’s designated Affiliatea “Milestone Payment”), subject to the following [*] milestone payments within [*] following the first occurrence terms and conditions of this Section 2.8. (b) Buyer shall pay, or cause to be paid, to each event set forth below (or if Ovid is Publicly Traded at the time, is issuing Milestone Shares to satisfy such payment obligation and is required by the applicable stock exchange on which its shares are listed or by law to obtain stockholder approval prior to making such issuance, such longer period of time as required to obtain such stockholder approval; provided that Ovid shall use its reasonable efforts to obtain such stockholder approval as promptly as reasonably possible (including relevant Seller by way of calling a special meeting to obtain such approval)): (i) Upon the first patient enrollment in the first Phase III Trial for the first of the Initial Indications a Milestone Payment Note and/or (ii) a Contingent Phantom Bonus (in accordance with Section 2.8(n) below), as applicable, each Seller’s applicable share of each Milestone Payment described below (less any applicable (i) Contingent Payment Transaction Expenses; (ii) Company Contingent Phantom Tax Liability; and (iii) Contingent Payment Change of Control Payments) in the Development Plan): Ovid shall issue Takeda event (but solely in the event (except where sections 2.8(e) or Takeda2.8(f) applies)) of the achievement of the corresponding Milestone: Milestone Milestone Payment 46 (c) Subject to Section 2.8(l), if the Buyer’s designated Affiliate) the number board of Milestone Shares equal directors determines to permanently terminate or abandon all research and development efforts with respect to the lesser of: Milestone Products (Aprior to achievement of all of the Milestones), the Buyer shall send written notice thereof to the Shareholders’ Representative (after the Closing) eight percent (8%) within [***] of Ovid’s outstanding capital stock (with capital stock for purposes of this sentence meaning Ovid’s preferred stock on an as-converted basis, such determination together with Ovid’s common stockan explanation of the reasons for such termination and abandonment. (d) on Buyer shall provide written notice to the date Shareholders’ Representative of the corresponding milestone is achieved (and adjusted for achievement of any issuances of Ovid’s capital stock by Ovid the Milestones no later [***] after the milestone date occurrence thereof and on or before (each such notice, a “Milestone Notice”). For the payment dateavoidance of doubt, but such adjustment to exclude any common stock issued upon the exercise of option grants); or (B) $US50 million divided by the Milestone Shares Price (the “Initial Milestone Payment”) provided, however, that if an Acquisition of Ovid occurs prior to Ovid’s payment of the Initial Milestone Payment, or if payment of the Initial each Milestone Payment shall cause Takeda be payable only once upon the first achievement of the corresponding Milestone and no amounts shall be due for subsequent or repeated achievement of such Milestone. (e) If the Phase II Initiation Milestone (AD) is achieved prior to beneficially own achievement (or deemed achievement) of the Phase I Initiation Milestone (AD), then the Phase I Initiation Milestone (AD) shall be deemed achieved. If the Phase III Initiation Milestone (AD) is achieved prior to achievement (or deemed achievement) of either of the Phase II Initiation Milestone (AD) or Phase I Initiation Milestone (AD) then each such unachieved AD Development Milestone shall be deemed achieved. If the Phase III Initiation Milestone (Second Indication) is achieved prior to the achievement (or deemed achievement) of the Phase II Initiation Milestone (Second Indication), then the Phase II Initiation Milestone (Second Indication) shall be deemed achieved. For the Phase II Initiation Milestone (AD), Phase II Initiation Milestone (Second Indication), Phase III Initiation Milestone (AD), Phase III Initiation Milestone (Second Indication), if the Milestone Product is evaluated in a hybrid clinical trial that combines more than 19.99% one phase (e.g., Phase Ib/IIa trial, Phase IIb/III trial, or Phase II/III trial), it shall be understood that the initiation of Ovid’s capital stock outstandingthe second part of the hybrid trial will be considered achievement of the milestone for the respective clinical trial phase. For example, then for a Phase Ib/IIa trial in the AD Indication or Second Indication, initiation of the Phase IIa portion of the trial shall be considered achievement of the “Initial Phase II Initiation Milestone Payment(AD)” shall instead mean $US50 million in cashor the “Phase II Initiation Milestone (Second Indication)”, as applicable.