Common use of Rights in Bankruptcy Clause in Contracts

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 17.4 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Lxxxx and Licensee are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n(a) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefore, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any if not delivered under clause (i), following the rejection of this Agreement by the Bankrupt Party upon written request therefore by the other Party; and (b) the Bankrupt Party shall not unreasonably interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property include all tangible, intangible, electronic or on behalf other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Product, filings with Regulatory Authorities and related rights and Licensed Know-How in the case that Lxxxx is the Bankrupt Party and Licensee Know-How in the case Licensee is the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States U.S. Bankruptcy Code (“Title 11”), licenses of rights to “intellectual property” as defined in Section 101 of Title 11. Each Party agrees that the other Party, andas a licensee of intellectual property under this Agreement, in will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. In the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall will have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ Party’s rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. Bankrupt Party, the Parties further agree that, in the event of a rejection of this Agreement by either Party (for purposes of this Section 14.5.2 (Rights in Bankruptcy), the “licensor”) in any bankruptcy proceeding by or against the licensor under the U.S. Bankruptcy Code, (a) the other Party shall (for purposes of this Section 14.5.2 (Rights in Bankruptcy), the “licensee”) will be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Partylicensee’s possession, shall will be promptly delivered to it (i) before this Agreement is rejected by or on behalf of upon the Bankrupt Party, within thirty (30) days after the other Partylicensee’s written requestrequest therefor and (b) Morphic will not interfere with Xxxxxxx’x rights to intellectual property and all embodiments of intellectual property, unless the Bankrupt Partyand will assist and not interfere with Xxxxxxx in obtaining intellectual property and all embodiments of intellectual property from another entity. The term “embodiments” of intellectual property includes all tangible, intangible, electronic or its trustee or receiverother embodiments of rights and licenses hereunder, elects within thirty (30) days to continue to perform including all of its obligations under this Agreementcompounds and products embodying intellectual property, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt PartyCompounds, if not previously delivered as provided under clause (i) aboveProducts, regulatory filings and related rights, and technology. All rights of the Parties under this Section 17.3 14.5.2 (Rights in Bankruptcy) and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, powers and remedies that each Party may have under this Agreement, Title 11, 11 and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All The Parties acknowledge and agree that all rights and licenses granted under or pursuant to this Agreement by one Party Receptos to the other ONO and/or by ONO to Receptos are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, licenses of rights to “intellectual property” as defined in Title 11under Section 101 of the United States Bankruptcy Code. The Parties agree that each Party, andas a licensee of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the United States Bankruptcy Code (or any comparable provision of United States applicable to bankruptcies or insolvencies). The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party under the United States Bankruptcy Code, the Party against whom such proceedings have not been commenced (the “Bankrupt non-debtor Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property property, including Collaboration Compound IP, and all embodiments of such intellectual property, property and the same, which, if not already in the possession of such other non-debtor Party’s possession, shall be promptly delivered to it at such non-debtor Party’s expense (ia) before this Agreement is rejected by or on behalf upon any such commencement of a bankruptcy proceeding upon the Bankrupt Party, within thirty (30) days after the other non-debtor Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue debtor Party continues to perform all of its obligations under this Agreement, Agreement or (iib) after any if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each debtor Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance upon written request therefor by the non-Bankrupt debtor Party. The Parties agree that notwithstanding the foregoing, in the event of an insolvency or bankruptcy of ONO in Japan, (i) Japanese law shall govern all applicable insolvency or bankruptcy proceedings with respect to ONO and (ii) to the maximum extent permitted by applicable law, in any bankruptcy proceeding by or against a Party under the Japanese bankruptcy law, the non-debtor Party shall release retain the Bankrupt licenses and other rights granted to it hereunder and may continue to exercise such rights in accordance with the terms and conditions of this Agreement, irrespective of whether or not the debtor Party from elects to rescind this Agreement pursuant to Article 53 of the Japanese bankruptcy law (or any such obligation comparable provision of other Japanese laws applicable to bankruptcies or liability for failing to perform itinsolvencies).

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Auxilium and Pfizer are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n(a) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ix) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefore, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iiy) after any if not delivered under clause (x), following the rejection of this Agreement by the Bankrupt Party upon written request therefore by the other Party and (b) the Bankrupt Party shall not unreasonably interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or on behalf other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Auxilium Know-How in the case that Auxilium is the Bankrupt Party and Pfizer Applied Know-How in the case Pfizer is the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, licenses of rights to “intellectual property” as defined in Title 11the Bankruptcy Code, and, in the event that a case under Title 11 the Bankruptcy Code is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11), if a case under Title 11 the Bankruptcy Code is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) [* * *] days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) [* * *] days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 15.2 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party party may have under this Agreement, Title 11the THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Bankruptcy Code, and any other Applicable Lawapplicable Laws. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code and other similar laws in any jurisdiction where a Party is situated (collectively, the “Title 11Bankruptcy Laws”), licenses of rights to “intellectual property” as defined in Title 11, and, in under the event that Bankruptcy Laws. If a case under Title 11 is commenced during the Term by or against either a Party (the “Bankrupt Party”)under Bankruptcy Laws then, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create unless and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before until this Agreement is rejected as provided in such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession) and its successors and assigns (including, a trustee) shall perform all of the obligations provided in this Agreement to be performed by such Party. If a case is commenced during the Term by or on behalf against a Party under the Bankruptcy Laws, and this Agreement is rejected as provided in the Bankruptcy Laws and the other Party elects to retain its rights hereunder as provided in the Bankruptcy Laws, then the Party subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and its successors and assigns (including, a Title 11 trustee), shall provide to the other Party copies of all information necessary for such other Party to prosecute, maintain and enjoy its rights under the Bankrupt Party, within thirty (30) days after the terms of this Agreement promptly upon such other Party’s written requestrequest therefor. All rights, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf powers and remedies of the Bankrupt Party, if not previously delivered non-bankrupt Party as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 herein are in addition to and not in substitution of for any and all other rights, powers, powers and remedies now or hereafter existing at law or in equity (including, the Bankruptcy Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws. It is the intention and understanding of the Parties to this Agreement that each Party may have the rights granted to the Parties under this Agreement, Title 11, Section 11.7 are essential to the Parties’ respective businesses and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itParties acknowledge that damages are not an adequate remedy.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ parties rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party PharmaMar to the other Jazz are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”)PharmaMar, the other Party Jazz shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party PharmaMar shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt PartyPharmaMar, the other Party Jazz shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other PartyJazz, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt PartyPharmaMar, within thirty (30) [***] days after the other PartyJazz’s written request, unless the Bankrupt PartyPharmaMar, or its trustee or receiver, elects within thirty (30) [***] days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt PartyPharmaMar, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 16.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable LawLaws. The non-Bankrupt Party Jazz shall have the right to perform the obligations of the Bankrupt Party PharmaMar hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party Jazz shall release the Bankrupt Party PharmaMar from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. Without limiting the foregoing, the step-in Title 11rights granted to each Party as a licensee under Sections 3.1, and3.2 and/or 3.3 shall be deemed license rights of such Party. The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party under the U.S. Bankruptcy Code (the “Bankrupt Subject Party”), the other Party shall have all of the rights set forth in Section 365(nwhich proceeding is not terminated or withdrawn within ninety (90) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all days after such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Partycommencement, the other Party that is not a party to such proceeding (the “Non-Subject Party”) shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, Subject Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement) to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property necessary to exercise its license rights granted hereunder, which, if not already in the Non-Subject Party’s possession, shall be promptly delivered to the Non-Subject Party (a) after ninety (90) days following any such commencement of a bankruptcy proceeding, upon the Non-Subject Party’s written request therefor (unless the Subject Party elects to continue to perform all of its obligations under this Agreement), or (iib) after any if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Subject Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance upon written request therefor by the nonNon-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itSubject Party.

Rights in Bankruptcy. (a) All The Parties agree that all licenses and rights and to licenses granted under or pursuant to this Agreement by one Party Regeneron or Kiniksa are and shall otherwise be deemed to the other arebe, for all purposes of Section 365(n) of Title 11 the Bankruptcy Code or any analogous provisions in any other country or jurisdiction, including any Patent Rights in any country of a Party covered by the United States Code (“Title 11”)license grants under this Agreement, licenses of rights to “intellectual property” as defined under Section 101(35(A)) of the U.S. Bankruptcy Code subject to the protections afforded the non-bankrupt Party under Section 365(n) of the Bankruptcy Code, and any similar law or regulation in Title 11any other country. The Parties agree that the Parties, andas licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party (under the “Bankrupt Party”)U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 hereto that is not a Party to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party proceeding shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the samewhich, if not already in the possession Confidential Portions of such other this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. non-subject Party’s possession, shall be promptly delivered to it (iand such access shall be provided promptly) before this Agreement is rejected by or on behalf (a) upon any such commencement of a bankruptcy proceeding upon the Bankrupt Party, within thirty (30) days after the other non-subject Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party subject to such proceeding elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (iib) after any if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect subject to such intellectual property, but neither such provision nor such performance proceeding upon written request therefor by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itsubject Party.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other ADT and Anchiano are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall will be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall will be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iib) after any if not delivered under clause (a), following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder upon written request therefor by the other Party. The Parties acknowledge and agree that of the milestones and royalties to be paid pursuant to Article 6, only the royalties contained in Section 6.4 will constitute royalties within the meaning of Bankruptcy Code § 365(n) with respect to such the licenses of intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itproperty hereunder.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other LP and OV are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, licenses of rights to “intellectual property” as defined in Title 11under Section 101 of the United States Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”), ) under the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt PartyUnited States Bankruptcy Code, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iib) after any if not delivered under clause (a), following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance upon written request therefor by the non-Bankrupt other Party. The Parties acknowledge and agree that the provisions of this Section 11.9 shall not apply to the extent that (1) the bankruptcy proceeding contemplated hereunder is initiated by the other Party shall release the Bankrupt Party from any such obligation or liability for failing (2) OV terminates this Agreement pursuant to perform itSection 11.6.

Rights in Bankruptcy. (a) All rights and licenses of whatever type and nature granted under or pursuant to this Agreement by one Party to the other Licensor and Licensee are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code, and any equivalent law in Title 11the United States or any other country. The Parties agree that each Party, andsolely in its capacity as licensee of certain rights under this Agreement, hereby retains and has the right, but not the obligation, to exercise any or all of its rights and elections under the U.S. Bankruptcy Code and any equivalent law. This Section 14.7 is without prejudice to any rights that a Party may have under the Bankruptcy Code or other applicable law. The Parties further agree that, in the event that of the commencement of a bankruptcy case under Title 11 is commenced by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code, (a) the other Party shall have all of (the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the “Non-Bankrupt Party, the other Party ”) shall be entitled to a copy complete duplicate of any (or complete access to, as appropriate) all intellectual property licensed to the Non-Bankrupt Party hereunder and all embodiments of such intellectual property, which, if not already in the Non-Bankrupt Party’s possession, shall be promptly delivered to it (x) upon any such commencement of a bankruptcy case and upon the Non-Bankrupt Party’s written request therefore, unless the Bankrupt Party assumes this Agreement pursuant to Section 365 of the Bankruptcy Code or otherwise elects to continue to perform all of its obligations under this Agreement or (y) if not delivered under clause (x), following the rejection of this Agreement by the Bankrupt Party under Section 365 of the Bankruptcy Code and upon the Non-Bankrupt Party’s written request therefore and (b) the Bankrupt Party shall not interfere with the Non-Bankrupt Party’s rights to such intellectual property and all embodiments of such intellectual property, and shall use Commercially Reasonable Efforts to assist and not interfere with the sameNon-Bankrupt Party in obtaining such intellectual property and all embodiments of such intellectual property from all other entities. The “embodiments” of intellectual property include all tangible, if not intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Product, filings with Regulatory Authorities and related rights and Licensor Know-How in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement case that Licensor is rejected by or on behalf of the Bankrupt Party and Licensee Know-How in the case Licensee is the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) The occurrence of an Insolvency Event with respect to Zosano, will not, in itself, impact either Party’s license rights under this Agreement, or adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by one either Party to the other Party are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code (the “Bankrupt Subject Party”), the other Party shall have all of (the rights set forth in Section 365(n“Non-subject Party”) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it the Non-subject Party (i) before this Agreement is rejected by or on behalf upon any such commencement of a bankruptcy proceeding upon the Bankrupt Party, within thirty (30) days after the other Non-subject Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Subject Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Bankrupt Subject Party upon written request therefor by the Non-subject Party, if not previously delivered as provided under clause (i) above. All rights Lilly agrees that in consideration of the Parties rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 17.3 and under Section 365(n) of Title 11 9.5.8 are in addition without prejudice to and not in substitution of any and all other rights, powers, and remedies rights that each either Party may have arising under this Agreement, Title 11, and any applicable insolvency statute or other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itapplicable law.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days [*] after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days [*] to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Medivation and Astellas are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”), ) under the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt PartyU.S. Bankruptcy Code, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iib) after any if not delivered under clause (a), following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder upon written request therefor by the other Party. The Parties acknowledge and agree that of the milestones and royalties to be paid pursuant to Article 9, only the sales milestones contained in Section 9.5 and the royalties contained in Section 9.6 shall constitute royalties within the meaning of Bankruptcy Code § 365(n) with respect to such the licenses of intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itproperty hereunder.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, licenses of rights to “intellectual property” as defined in Title 11under Section 101 of the United States Bankruptcy Code. The Parties agree that the Parties, andas licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (under the “Bankrupt Party”)United States Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 hereto that is not a Party to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall proceeding will be entitled to a copy complete duplicate of (or complete access to, as Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other non-subject Party’s possession, shall will be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of a bankruptcy proceeding upon the Bankrupt Party, within thirty (30) days after the other non-subject Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party subject to such proceeding elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iib) after any if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect subject to such intellectual property, but neither such provision nor such performance proceeding upon written request therefor by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itsubject Party.

Rights in Bankruptcy. (a) All rights and licenses (collectively, the “Intellectual Property”) granted under or pursuant to this Agreement by one Party Agreement, including all rights and licenses to use improvements or enhancements developed during the other areTerm, are intended to be, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Bankruptcy Code (the “Title 11Bankruptcy Code”)) or any analogous provisions in any other country or jurisdiction, licenses of rights to “intellectual property” as defined under Section 101(35A) of the Bankruptcy Code. The Parties agree that the licensee of such Intellectual Property under this Agreement shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code, including Section 365(n) of the Bankruptcy Code, or any analogous provisions in Title 11, and, any other country or jurisdiction. All of the rights granted to either Party under this Agreement shall be deemed to exist immediately before the occurrence of any bankruptcy case in which the event that other Party is the debtor. If a case under Title 11 bankruptcy proceeding is commenced by or against either Party (under the “Bankrupt Party”)Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other non-debtor Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property Intellectual Property and all embodiments of such intellectual propertyIntellectual Property, and the samewhich, if not already in the possession of such other non-debtor Party’s possession, shall be promptly delivered to it (i) before this Agreement the non- debtor Party within [***] Business Days of such request; provided, that the debtor Party is rejected by or on behalf of excused from its obligation to deliver the Bankrupt Party, within thirty (30) days after Intellectual Property to the other Party’s written request, unless extent the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue debtor Party continues to perform all of its obligations under this Agreement, Agreement and the Agreement has not been rejected pursuant to the Bankruptcy Code or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are analogous provision in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation country or liability for failing to perform itjurisdiction.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party are, and shall otherwise be deemed to the other arebe, for all purposes of Section 365(n) of Title 11 the United States Bankruptcy Code and of any similar or analogous provisions of applicable Laws outside of the United States Code (the “Title 11Bankruptcy Code”), licenses of and rights to “intellectual property” as defined in Title 11under Section 101(35A) of the U.S. Bankruptcy Code. Each Party agrees that the other Party, andas licensee of such rights under this Agreement, in shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. In the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party under the Bankruptcy Code (the “Bankrupt Insolvent Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and Know-How licensed to such Party under this Agreement and held by such first Party and its successors and assigns (and all embodiments of such intellectual propertyproperty and Know-How), provided that, a Party shall not be required to provide any duplicate copies and embodiments of such intellectual property or Know-How to the sameother Party so long it has already provided such intellectual property and Know-How it is required to provide to under this Agreement, and, if not already in the possession of such other Partyits possession, shall be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Party’s a bankruptcy proceeding upon its written requestrequest therefore, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue Insolvent Party continues to perform all of its obligations under this Agreement, or (iib) after any if not delivered or granted under (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Insolvent Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance upon written request therefore by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itother Party.

Rights in Bankruptcy. (a) All rights The Parties acknowledge and agree that all licenses granted under or pursuant to this Agreement, including without limitation, the licenses granted under Sections 2.2.1, 6.4.2 and 10.7, and all other rights granted under or pursuant to this Agreement by one Party are and shall otherwise be deemed to the other arebe, for all purposes of Section 365(n) of Title 11 of the United States Bankruptcy Code (the “Title 11Bankruptcy Code”) (or analogous foreign provisions), licenses of rights to “intellectual property” as defined in Title 11under Section 101(35A) of the Bankruptcy Code (or analogous foreign provisions), and, and that this Agreement is an executory contract governed by Section 365(n) of the Bankruptcy Code (or analogous foreign provisions) in the event that a case under Title 11 bankruptcy proceeding is commenced by or against involving either Party. Each Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby* CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual propertyCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual propertyproperty of the bankrupt Party, and the samewhich, if not already in the possession of such other non-bankrupt Party’s possession, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf upon the commencement of a bankruptcy proceeding involving the Bankrupt Party, within thirty (30) days after bankrupt Party upon the other non-bankrupt Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, bankrupt Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights , following the rejection of this Agreement by the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each bankrupt Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance upon written request therefor by the non-Bankrupt bankrupt Party. As the licensee of such rights hereunder, the non-bankrupt Party shall release retain and may fully exercise all of its rights and elections under the Bankrupt Party from Bankruptcy Code. The foregoing provisions of this Section 15.13 are without prejudice to any such obligation rights the Parties may have arising under the Bankruptcy Code or liability for failing to perform itother Applicable Laws.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 13.2 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party party may have under this Agreement, Title 11, and any other Applicable Lawapplicable Laws. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) 10.2.1 All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 10.2 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party party may have under this Agreement, Title 11, and any other Applicable LawLaws. The non-Bankrupt Party shall have the right to may perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.. ***** Portions of this information have been redacted pursuant to Reg S-K, items 601(b)(10)

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States U.S. Code and other similar laws in any jurisdiction outside the U.S. (collectively, the “Title 11Bankruptcy Laws”), licenses of rights to “intellectual property” as defined in Title 11, and, in under the event that Bankruptcy Laws. Upon the occurrence of any Insolvency Event with respect to a case under Title 11 is commenced by or against either Party (the “Bankrupt Insolvent Party”), the Insolvent Party agrees that the other Party (the “Non-Insolvent Party”), as licensee of such rights under this Agreement, shall have retain and may fully exercise all of its rights and elections under the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted therebyBankruptcy Laws. During Each Party shall, during the Term, each Party shall create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent practicable feasible, of all such intellectual property. Without limiting Each Party agrees and acknowledges that “embodiments” of intellectual property within the Parties’ rights under meaning of Section 365(n) of Title 11include, if without limitation, laboratory notebooks, cell lines, product samples and inventory, research studies and data, Regulatory Approvals and Regulatory Materials, in each case to the extent related to the Products. If (i) a case under Title 11 is commenced during the Term by or against a Party 66 under the Bankrupt Bankruptcy Laws, (ii) this Agreement is rejected as provided for under the Bankruptcy Laws, and (iii) the Non-Insolvent Party elects to retain its rights hereunder as provided for under the Bankruptcy Laws, then the Insolvent Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee), shall (x) provide to the Non-Insolvent Party immediately upon the Non-Insolvent Party, the other Party shall be entitled to a copy ’s written request copies of any and all such intellectual property (including embodiments thereof) held by the Insolvent Party and all embodiments of such intellectual propertysuccessors and assigns, or otherwise available to them, and (y) not interfere with the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Non-Insolvent Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations rights under this Agreement, or any related agreements between the Parties, to such intellectual property (iiincluding such embodiments), including any right to obtain such intellectual property (or such embodiments) after from another entity, to the extent provided in the Bankruptcy Laws. Whenever the Insolvent Party or any rejection of this Agreement by its successors or on behalf assigns provides to the Non-Insolvent Party any of the Bankrupt Party, if not previously delivered as provided under clause intellectual property licensed hereunder (ior any embodiment thereof) above. All rights of the Parties under pursuant to this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights15.13, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The nonthe Non-Bankrupt Insolvent Party shall have the right to perform the Insolvent Party’s obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the nonNon-Bankrupt Insolvent Party shall release the Bankrupt Insolvent Party from any such obligation liability resulting from rejection of the license or liability for failing the failure to perform itsuch obligations. All rights, powers and remedies of the Non-Insolvent Party as provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws. In particular, it is the intention and understanding of the Parties that the rights granted to the Parties under this Section 15.13 are essential to the Parties’ respective businesses and the Parties acknowledge that damages are not an adequate remedy. The Parties agree that they intend the following rights to extend to the maximum extent permitted by applicable Laws, and to be enforceable under Section 365(n) of Title 11 of the U.S. Code: (A) the right of access to any intellectual property (including embodiments thereof) of the Insolvent Party, or any Third Party with whom the Insolvent Party contracts to perform an obligation of the Insolvent Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Manufacture and Commercialization of Products; and (B) the right to contract directly with any Third Party to complete the contracted work upon failure of the Insolvent Party to comply with its applicable obligations.

Rights in Bankruptcy. (a) All rights and licenses and sublicenses granted under or pursuant to this Agreement by one a Party to the other are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States U.S. Bankruptcy Code (“Title 11”or comparable provisions of laws of other jurisdictions), licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code (or comparable provisions of laws of other jurisdictions). The Parties agree that the Parties, andas licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code (and comparable laws of other jurisdictions). The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code (the “Bankrupt Party”and comparable laws of other jurisdictions), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 that is not a party to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall proceeding will be ***Confidential Treatment Requested Execution Copy entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the same, if not already in the possession of such other Partytheir possession, shall will be promptly delivered to it them (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Party’s a bankruptcy proceeding upon their written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party subject to such proceeding elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (iib) after any if not delivered under subsection (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the non-subject Party. All rights, if not previously delivered powers and remedies granted hereunder to a Party as a licensee of any intellectual property rights as provided under clause (i) above. All rights of the Parties under in this Section 17.3 and under Section 365(n) of Title 11 14.7 are in addition to and not in substitution of for any and all other rights, powerspowers and remedies now or hereafter existing at law or in equity, in the event of the commencement of a Bankruptcy case by or against the granting Party under Applicable Law, and the licensee Party, in addition to the rights, powers and remedies that each Party expressly provided herein, shall be entitled to exercise all other such rights and powers and resort to all other such remedies as may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to now or hereafter exist at law or in equity in such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itevent.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Chroma or CTI are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11, andunder Section 101 of the U.S. Bankruptcy Code. The Parties agree that the licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code or any other applicable Law. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (under the “Bankrupt Party”), the U.S. Bankruptcy Code or any other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Partyapplicable Law, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ia) before this Agreement is rejected by upon any such commencement of a bankruptcy proceeding ** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. **** Indicates that the amount of information omitted was a page or on behalf of more in length, and such information has been filed separately with the Bankrupt Party, within thirty (30) days after Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. upon the other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party subject to the proceeding’s elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iib) after any if not delivered under clause (a), following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to the proceeding’s upon written request therefor by the other Party. Notwithstanding anything in this Agreement to the contrary, if not previously delivered as provided under clause (i) above. All rights it is the intention of the Parties under this Section 17.3 and under Section 365(n) that upon any commencement of Title 11 are in addition a bankruptcy proceedings, the Party subject to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party the proceeding shall have the right to perform the assume and assign this Agreement and its rights and obligations hereunder pursuant to Section 365 of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from U.S. Bankruptcy Code or any such obligation or liability for failing to perform itother applicable Law.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Trubion and Facet are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, licenses of rights to “intellectual property” as defined in Title 11under Section 101 of the United States Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the United States Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n(a) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be *Confidential Treatment Requested 72 entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ix) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iiy) after any if not delivered under clause (x), following the rejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party and (b) the Bankrupt Party shall not interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or on behalf other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Trubion Know-How in the case that Trubion is the Bankrupt Party and Facet Applied Know-How in the case Facet is the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Company are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (the “Title 11Bankruptcy Code”), licenses of rights to “intellectual property” as that term is defined in Title 11the Bankruptcy Code. Company, andas a licensee of such rights under this Agreement, in shall retain and may fully exercise all of its rights and elections under the event that Bankruptcy Code. Upon the filing of a case under Title 11 is commenced by or against either Party AMYRIS or any AMYRIS Affiliate (the “Bankrupt PartyEntity”), including 40 without limitation, AMYRIS Fuels LLC, AB Technologies LLC, and/or AMYRIS Brasil Ltda. (each of such Affiliates, a “Co-Licensor”) under the other Party Bankruptcy Code, then (a) Company shall have all of the rights set forth in Section 365(n) of Title 11 be entitled to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights fullest protections conferred upon licensees under Section 365(n) of Title 11the Bankruptcy Code, if a case or any similar provision; (b) AMYRIS and each Co-Licensor shall perform all of its obligations under Title 11 is commenced by or against this Agreement; (c) the Bankrupt PartyEntity shall immediately, without the other Party shall be entitled need for any further request by Company, or notice or hearing, provide to Company a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual propertyproperty (which embodiments, and the same, if not in the possession of such other Partythroughout this Agreement, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of include without limitation, the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt PartyEscrowed Materials), or its trustee any other information necessary or receiver, elects within thirty desirable for Company to utilize such intellectual property; and (30d) days to continue to perform all AMYRIS and each Co-Licensor shall not interfere with the rights of its obligations under Company as provided in this Agreement, or in any agreement supplementary to this Agreement, to such intellectual property (iiincluding such embodiment), including any right to obtain such intellectual property (and such embodiment) after any rejection of from another entity or person. To the extent AMYRIS and/or a Co-Licensor rejects this Agreement by or on behalf of under the Bankrupt PartyBankruptcy Code and Company elects to retain its rights, if not previously delivered as (x) Company shall have the full rights provided under clause (i) above. All rights of the Parties under this Section 17.3 and to it under Section 365(n) of Title 11 are in addition the Bankruptcy Code; (y) the waivers under Section 365(n)(2)(C) shall apply only to rights of setoff and administrative claims arising solely out of this Agreement, and not to any other agreements or instruments, including, without limitation, claims or rights arising out of agreements supplementary to this Agreement; and (z) the Bankrupt Entity shall, without need for notice or hearing, provide to Company any intellectual property (including such embodiment) held by AMYRIS and/or each Co-licensor and/or any other entity or person, and shall not interfere with the rights of Company as provided in substitution this Agreement, or any agreement supplementary to this Agreement, to such intellectual property (including such embodiment) including any right to obtain such intellectual property (and such embodiment) from another entity or person. For purposes of this Agreement, the term “embodiment” shall mean any and all other rightsmaterials required to be delivered by AMYRIS or a Co-Licensor to Company hereunder and any materials relating to the licenses granted hereunder which, powers, and remedies that each Party may have in the course of dealing between the Parties under this Agreement, Title 11are customarily delivered, in whatever format (whether electronic, written or otherwise). All written agreements entered into relating to and in connection with the Parties’ performance hereunder from time-to-time, shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code. AMYRIS and each Co-Licensor acknowledges and agrees that the rights of Company to such intellectual property (and such embodiments) are unique, and that to the extent AMYRIS or a Co-Licensor, or their respective trustees in bankruptcy, were to sell any portion of such intellectual property free and clear of liens, claims or interests, Company would suffer irreparable damages, such that AMYRIS and each Co-Licensor agrees that such sale shall not occur without Company’s express written consent. For the avoidance of doubt, “intellectual property,” as used in this Section 7.E.2, is limited to intellectual property included in the AMYRIS Licensed IP and the Intermediate Strain Technology, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations tangible embodiments of the Bankrupt Party hereunder with respect to such intellectual property, but neither and includes all such provision nor intellectual property and tangible embodiments of such performance by intellectual property (provided in the non-Bankrupt Party shall release case of the Bankrupt Party from any such obligation or liability Intermediate Strain Technology, only to the extent, and for failing to perform itthe uses and period, described in Section 2.A.(i)(b)).

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party Licensee or Licensor including, without limitation, with respect to the other areLicensed Know-How and Licensed Patents are and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States U.S. Bankruptcy Code (“Title 11”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code or any analogous provisions in Title 11, andany other country or jurisdiction. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party (under the “Bankrupt Party”)U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 that is not a Party to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party proceeding shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other non-subject Party’s possession, shall be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of a bankruptcy proceeding upon the Bankrupt Party, within thirty (30) days after the other non-subject Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party subject to such proceeding elects within thirty (30) days to continue to perform all of its obligations under this AgreementAgreement or, or (iib) after any if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect subject to such intellectual property, but neither such provision nor such performance proceeding upon written request therefor by the non-Bankrupt subject Party. Each Party agrees that if it is or could be affected by an economic or financial crisis, it shall release promptly inform the Bankrupt other Party from any of the possibility of the commencement of a bankruptcy procedure. Following receipt of such obligation or liability for failing notice, the Party receiving the notice shall be entitled to perform itexercise the rights granted to it by the provisions of this Section 10.3.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Liquidia and G&W are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n(a) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ix) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iiy) after any if not delivered under clause (x), following the rejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party and (b) the Bankrupt Party shall not interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or on behalf other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Licensed Technology in the case that Liquidia is the Bankrupt Party and G&W Technology in the case G&W is the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All intellectual property rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code or similar provision under Applicable Law (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days [***] after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All The Parties intend that all rights and licenses granted under or pursuant to this Agreement by one Party to the other are, are for all purposes of Section section 365(n) of Title 11 of the United States U.S. Bankruptcy Code (“Title 11”), licenses of rights to “intellectual property” as defined in section 101 of Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Termterm of this Agreement, each Party shall may create and maintain current copies to the extent practicable of all such intellectual propertyproperty licensed to it under this Agreement. Without limiting If there occurs a Bankruptcy Event with respect to either Party (that Party, the Parties’ “Bankrupt Party”), the following will apply: each Party will retain and may fully exercise all of its rights and elections under Section the U.S. Bankruptcy Code with respect to any intellectual property licensed to it under this Agreement, the other Party will have all rights stated in section 365(n) of Title 11, if a case in its capacity as licensor of intellectually property under Title 11 is commenced by or against this Agreement the Bankrupt PartyParty rejects this Agreement in any proceeding under the U.S. Bankruptcy Code, the other Party shall will be entitled to a copy complete duplicate of any and all such (or complete access to, as appropriate) that intellectual property and all embodiments of such that intellectual property, property and the same, Bankrupt Party shall deliver to the other Party a complete duplicate of that intellectual property if one is not already in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written requestpossession, unless the Bankrupt Party shall not interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property and shall assist and not interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property (including all tangible, intangible, electronic or its trustee or receiver, elects within thirty (30) days to continue to perform all other embodiments of its obligations rights and licenses under this Agreement, or (iiincluding all compounds and products embodying intellectual property, Licensed Compounds, Licensed Products, regulatory filings and related rights and technology) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) abovefrom anyone else. All rights of the Parties under this Section 17.3 12.7 and under Section section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may might have under this Agreement, Title 11, and any other Applicable Law. The law, the right of access to any intellectual property (including all embodiments of that intellectual property, to the extent protected by non-Bankrupt Party shall have the right to perform the obligations bankruptcy law) of the Bankrupt Party hereunder under this Agreement, and the right to contract directly with respect to such intellectual property, but neither such provision nor such performance by the any non-Bankrupt Party shall release to complete the work contracted to the Bankrupt Party from any such obligation or liability for failing Party. Any intellectual-property rights granted under this Section 12.7 are subject to perform it.the licenses granted elsewhere in this Agreement and the payment obligations stated in Sections 5.3, 5.4, 5.5 and 5.7. 13 Definitions In this Agreement, the following definitions apply:

Rights in Bankruptcy. For purposes of Section 365(n) of the US Bankruptcy Code (athe “Bankruptcy Code”) All and any similar Applicable Laws in any other jurisdiction, all rights and licenses granted under or pursuant to this Agreement by one Party to the other Stoke and Acadia are, and shall otherwise be deemed to be, for all purposes of Section 365(n) the Bankruptcy Code or any comparable provision of Title 11 of the United States Code (“Title 11”)any Applicable Laws in any other jurisdiction, licenses of rights to “intellectual property” (as defined in Title 11Section 101(35A) of the Bankruptcy Code) or any comparable provision of any Applicable Laws in any other jurisdiction. The Parties agree that each Party, andas licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections 108 under the Bankruptcy Code or any comparable provision of any Applicable Laws in any other jurisdiction. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (under the “Bankrupt Party”), the Bankruptcy Code or any comparable provision of any Applicable Laws in any other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Partyjurisdiction, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it such other Party (iA) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, such Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (iiB) after any if not delivered under clause (A), following the rejection of this Agreement by or on behalf such Party upon written request therefor by such other Party. The Parties agree that they intend the following rights to extend to the maximum extent permitted by law, including for purposes of the Bankrupt Party, if not previously delivered as provided under clause Bankruptcy Code or any comparable provision of any Applicable Laws in any other jurisdiction: (i1) above. All rights the right of access to any intellectual property (including all embodiments thereof) of the Parties licensor, or any Third Party with whom the licensor contracts to perform an obligation of such licensor under this Agreement which is necessary for the Development, Manufacture or Commercialization of the Licensed Product; (2) the right to contract directly with any Third Party described in (1) to complete the contracted work and (3) the right to cure any default under any such agreement with a Third Party and set off the costs thereof against amounts payable to such licensor under this Agreement. The provisions of this Section 17.3 and under Section 365(n15.4(c)(ii) of Title 11 are in addition shall be (x) without prejudice to and not in substitution of any and all other rights, powers, and remedies that each rights a Party may have arising under this Agreement, Title 11, and any applicable insolvency statute or other Applicable Laws and (y) effective only to the extent permitted by Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (ai) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (iA) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (iiB) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (iA) above. All rights of the Parties under this Section 17.3 11.11 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party party may have under this Agreement, Title 11, and any other Applicable Lawapplicable Laws. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 15.2 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party party may have under this Agreement, Title 11, and any other Applicable LawLaws. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All rights and licenses and sublicenses granted under or pursuant to this Agreement by one a Party to the other are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States U.S. Bankruptcy Code (“Title 11”or comparable provisions of laws of other jurisdictions), licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code (or comparable provisions of laws of other jurisdictions). The Parties agree that the Parties, andas licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code (and comparable laws of other jurisdictions). The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code (the “Bankrupt Party”and comparable laws of other jurisdictions), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 that is not a party to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall proceeding will be Execution Copy entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the same, if not already in the possession of such other Partytheir possession, shall will be promptly delivered to it them (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Party’s a bankruptcy proceeding upon their written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party subject to such proceeding elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (iib) after any if not delivered under subsection (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the non-subject Party. All rights, if not previously delivered powers and remedies granted hereunder to a Party as a licensee of any intellectual property rights as provided under clause (i) above. All rights of the Parties under in this Section 17.3 and under Section 365(n) of Title 11 14.7 are in addition to and not in substitution of for any and all other rights, powerspowers and remedies now or hereafter existing at law or in equity, in the event of the commencement of a Bankruptcy case by or against the granting Party under Applicable Law, and the licensee Party, in addition to the rights, powers and remedies that each Party expressly provided herein, shall be entitled to exercise all other such rights and powers and resort to all other such remedies as may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to now or hereafter exist at law or in equity in such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itevent.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other VIVUS and Menarini are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, licenses of rights to “intellectual property” as defined in Title 11under Section 101 of the United States Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. its rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”), ) under the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt PartyUnited States Bankruptcy Code, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iib) after any if not delivered under clause (a), following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance upon written request therefor by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itother Party.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Confidential EXECUTION VERSION Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it in each case (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days *** after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days *** to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 13.17 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itLaws.

Rights in Bankruptcy. For purposes of Section 365(n) of the US Bankruptcy Code (athe “Bankruptcy Code”) All and any similar Applicable Laws in any other jurisdiction, all rights and licenses granted under or pursuant to this Agreement by one Party to the other Sutro and Astellas are, and shall otherwise be deemed to be, for all purposes of Section 365(n) the Bankruptcy Code or any comparable provision of Title 11 of the United States Code (“Title 11”)any Applicable Laws in any other jurisdiction, licenses of rights to “intellectual property” (as defined in Title 11Section 101(35A) of the Bankruptcy Code) or any comparable provision of any Applicable Laws in any other jurisdiction. The Parties agree that each Party, andas licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code or any comparable provision of any Applicable Laws in any other jurisdiction. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (under the “Bankrupt Party”), the Bankruptcy Code or any comparable provision of any Applicable Laws in any other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Partyjurisdiction, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it such other Party (i) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, such Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any if not delivered under clause (i), following the rejection of this Agreement by or on behalf such Party upon written request therefor by such other Party. The Parties agree that they intend the following rights to extend to the maximum extent permitted by law, including for purposes of the Bankrupt Party, if not previously delivered as provided under clause Bankruptcy Code or any comparable provision of any Applicable Laws in any other jurisdiction: (iA) above. All rights the right of access to any intellectual property (including all embodiments thereof) of the Parties licensor, or any Third Party with whom the licensor contracts to perform an obligation of such licensor under this Agreement which is necessary for the Development, Manufacture or Commercialization of the Licensed Product; (B) the right to contract directly with any Third Party described in (A) to complete the contracted work and (C) the right to cure any default under any such agreement with a Third Party and set off the costs thereof against amounts payable to such licensor under this Agreement. The provisions of this Section 17.3 and under Section 365(n14.7(b) of Title 11 are in addition shall be (x) without prejudice to and not in substitution of any and all other rights, powers, and remedies that each rights a Party may have arising under this Agreement, Title 11, and any applicable insolvency statute or other Applicable Laws and (y) effective only to the extent permitted by Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Lilly and Licensee are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n(a) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ix) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefore, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iiy) after any if not delivered under clause (x), following the rejection of this Agreement by the Bankrupt Party upon written request therefore by the other Party and (b) the Bankrupt Party shall not unreasonably interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or on behalf other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Lilly Know-How in the case that Lilly is the Bankrupt Party and Licensee Know-How in the case Licensee is the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. or Insolvency If either Party becomes insolvent, files a petition in bankruptcy, has such a petition filed against it, determines to file a petition in bankruptcy, or receives notice of a Third Party’s intention to file an involuntary petition in bankruptcy, such Party immediately shall notify the other Party in writing. In addition to any other remedies available at law or in equity, the other Party (ai.e., the non-bankrupt Party) All rights may immediately terminate this Agreement, in whole or in part as the terminating Party may determine, upon learning of any of the foregoing events; provided, however, that the financial terms set forth in Article 6 above will remain in tact and licenses granted under or pursuant to this Agreement by one will survive any such termination. The terminating Party shall provide to the other areParty a written notice regarding the extent of termination. If Isis seeks to be or is involuntarily placed under the protection of the “Bankruptcy Code” (i.e., for all purposes of Title 11, U.S. Code) or its equivalent outside the USA, and the trustee in bankruptcy, or Isis as a debtor-in-possession, rejects this Agreement, then Atlantic hereby elects, under Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, to retain all licenses of rights to “intellectual property” (as defined in Title 11under such Bankruptcy Code) granted to it under this Agreement, and, in to the event that extent permitted by law. As of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party (the “Bankrupt Party”)Isis, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 Atlantic is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of any and all such intellectual property and all embodiments of such “intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered ” licensed to it hereunder. To the extent such embodiments are not already in Atlantic’s possession as of the commencement of a bankruptcy, Isis (or the trustee in bankruptcy) shall deliver such embodiments to Atlantic (i) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Party’s written requesta bankruptcy proceeding, unless the Bankrupt Party, or its trustee or receiver, Isis elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any if not delivered under (i), then upon a rejection of this Agreement (or the equivalent) by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itIsis.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Lilly and Licensee are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title title 11 of the United States Code (the “Title 11U.S. Bankruptcy Code”)) or any analogous provision or law in any other country or jurisdiction, licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code or any analogous provision or law in Title 11any other country or jurisdiction. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code or any analogous provision or law in any other country or jurisdiction. The Parties further agree that, in the event that of the commencement of a bankruptcy case under Title 11 is commenced by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code or any analogous provision or law in any other country or jurisdiction, the other Party shall have all of the rights set forth in Section 365(n(a) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ix) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy case upon such other Party’s written requestrequest therefore, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iiy) after any if not delivered under clause (x), following the rejection of this Agreement by the Bankrupt Party upon written request therefore by the other Party and (b) the Bankrupt Party shall not unreasonably interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or on behalf other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Lilly Know-How in the case that Lilly is the Bankrupt Party and Licensee Know-How in the case Licensee is the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Trubion and Facet are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, licenses of rights to “intellectual property” as defined in Title 11under Section 101 of the United States Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the United States Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n(a) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ix) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iiy) after any if not delivered under clause (x), following the rejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party and (b) the Bankrupt Party shall not interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or on behalf other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Trubion Know-How in the case that Trubion is the Bankrupt Party and Facet Applied Know-How in the case Facet is the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All rights and licenses and sublicenses granted under or pursuant to this Agreement by one a Party to the other are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States U.S. Bankruptcy Code (“Title 11”or comparable provisions of laws of other jurisdictions), licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code (or comparable provisions of laws of other jurisdictions). The Parties agree that the Parties, andas licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code (and comparable laws of other jurisdictions). The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code (the “Bankrupt Party”and comparable laws of other jurisdictions), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 that is not a party to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall proceeding will be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the same, if not already in the possession of such other Partytheir possession, shall will be promptly delivered to it them (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Party’s a bankruptcy proceeding upon their written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party subject to such proceeding elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (iib) after any if not delivered under subsection (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the non-subject Party. All rights, if not previously delivered powers and remedies granted hereunder to a Party as a licensee of any intellectual property rights as provided under clause (i) above. All rights of the Parties under in this Section 17.3 and under Section 365(n) of Title 11 14.7 are in addition to and not in substitution of for any and all other rights, powerspowers and remedies now or hereafter existing at law or in equity, in the event of the commencement of a Bankruptcy case by or against the granting Party under Applicable Law, and the licensee Party, in addition to the rights, powers and remedies that each Party expressly provided herein, shall be entitled to exercise all other such rights and powers and resort to all other such remedies as may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to now or hereafter exist at law or in equity in such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itevent.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Agreement, including without limitation ARTICLE 2, are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 the Bankruptcy Code or analogous provisions of Applicable Law outside the United States Code (“Title 11”)States, licenses of rights right to “intellectual property” as defined in Title 11, and, in under Section 101 of the event that a case under Title 11 is commenced by Bankruptcy Code or against either Party analogous provisions of Applicable Law outside the United States (the hereinafter “Bankrupt PartyIP”). Upon a Party which is a licensor of rights granted under this Agreement entering into any voluntary or involuntary insolvency proceeding during the Term of this Agreement, and notwithstanding any attempted rejection of this Agreement by such Party, or any trustee, administrator or executor of such Party or an applicable bankruptcy court, the Parties agree that: the other Party, as licensee of such rights under this Agreement, shall (a) retain and may fully exercise all of its rights and elections under the Bankruptcy Code or any other provisions of Applicable Law outside the United States that provide similar protection for IP and (b) retain in perpetuity all rights and licenses herein granted, provided that such Party continues to pay any royalties otherwise due hereunder (subject to any right of set-off hereunder), and the Party which has entered such insolvency proceeding shall have, to the extent required by applicable bankruptcy laws in order to maintain the other Party’s license rights hereunder, no further obligations under this Agreement other than to not interfere with such other Party’s license rights hereunder. Each Party hereby grants to the other Party shall have all and its Affiliates a right to obtain possession of the rights set forth in Section 365(nand to benefit from a complete duplicate of (or complete access to, as appropriate) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all any such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property IP and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after upon the other Party’s written requestrequest therefor. The term “embodiments of intellectual property” includes all tangible, unless electronic or other embodiments of rights and licenses hereunder, including, without limitation, a Molecule, Product(s), all Regulatory Approval Applications and Regulatory Approvals, and all Know-How and other information related to a Molecule and Product(s), Licensed Patent Rights and Licensed Know-How. Neither Party shall interfere with the Bankrupt Party, exercise by the other Party or its trustee or receiver, elects within thirty (30) days Affiliates of rights and licenses to continue to perform all IP and embodiments of its obligations under intellectual property licensed hereunder in accordance with this Agreement, and each Party agrees to reasonably assist the other Party and its Affiliates to obtain the IP and embodiments of intellectual property in the possession or (ii) after any rejection control of Third Parties as reasonably necessary or desirable for the other Party or its Affiliates to exercise such rights and licenses in accordance with this Agreement. The Parties agree that the terms of this Agreement are fair and reasonable, are not overly burdensome and have been negotiated in an arms-length transaction between unrelated parties with each Party represented by legal counsel. If any provision herein is deemed onerous or on behalf of the Bankrupt Partyotherwise unenforceable by any applicable bankruptcy court, if not previously delivered as provided under clause (i) above. All rights of the Parties shall use good faith efforts to amend the Agreement (e.g., removing such onerous provision) so as to avoid any consequences thereof under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itapplicable bankruptcy laws.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party Licensee or Licensor are and shall otherwise be deemed to the other arebe, for all purposes of Section 365(n) of Title 11 of the United States U.S. Bankruptcy Code (“Title 11”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code or any analogous provisions in Title 11, andany other country or jurisdiction. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding, reorganization, liquidation, or receivership proceedings, upon the appointment of a receiver or trustee over all or substantially all property, or upon an assignment of a substantial portion of the assets for the benefit of creditors, (each a “bankruptcy proceeding” for purposes of this Section 11.3 (Rights in Bankruptcy)) in any case, by or against either Party (under the “Bankrupt Party”)U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the other Party hereto that is not a Party to such proceeding shall have (a) retain and may fully exercise all of its rights and elections under the rights set forth in Section 365(nU.S. Bankruptcy Code, and (b) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other non-subject Party’s possession, shall be promptly delivered to it by the subject Party (in any capacity, including debtor-in-possession) or its successors or assigns (including a trustee) (i) before this Agreement is rejected by or on behalf upon any such commencement of a bankruptcy proceeding upon the Bankrupt Party, within thirty (30) days after the other non-subject Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party subject to such proceeding elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (ii) after any if not delivered under clause (i) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such bankruptcy proceeding upon written request therefor by the non-subject Party. In such event, if the subject Party (in any capacity, including debtor-in-possession) or its successors or assigns (including a trustee) will not previously delivered as provided under clause (i) above. All interfere with the other Party’s rights of the Parties under this Section 17.3 and under Agreement, or any agreement supplemental hereto, to such intellectual property (including such embodiments), including any right to obtain such intellectual property (or such embodiments) from another entity, to the extent provided in Section 365(n) of Title 11 are in addition the U.S. Bankruptcy Code. Each Party will, during the Term, create and maintain current copies or, if not amenable to and not in substitution copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of any and all other rightsintellectual property licensed or sublicensed, powersas applicable, and remedies that each Party may have under this Agreement. Each Party acknowledges and agrees that “embodiments” of intellectual property within the meaning of Section 365(n) include laboratory notebooks, Title 11cell lines, product samples, and inventory, research studies and data, all INDs, Marketing Approvals (and all applications for Marketing Approval) and rights of reference therein, the Licensed Technology, and all information related to the Licensed Technology. Whenever the bankrupt Party or any of its successors or assigns provides to the other Applicable Law. The non-Bankrupt Party shall any of the intellectual property licensed or sublicensed, as applicable, hereunder (or any embodiment thereof) pursuant to this Section 11.3 (Rights in Bankruptcy) (Rights in Bankruptcy), the other Party will have the right to perform the bankrupt Party’s obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the other Party will release the bankrupt Party from liability resulting from rejection of the license or the failure to perform such obligations. The Parties acknowledge and agree that payments made under (x) Section 6.3 (Royalties) shall constitute royalties within the meaning of Section 365(n) of the U.S. Bankruptcy Code and (y) payments made under Section 6.2 (Milestones) shall not constitute royalties within the meaning of Section 365(n) of the U.S. Bankruptcy Code and do not relate to licenses of intellectual property hereunder. All rights, powers, and remedies of the non-Bankrupt bankrupt Party shall release provided in this Section 11.3 (Rights in Bankruptcy) are in addition to and not in substitution for any other rights, powers, and remedies now or hereafter existing at law or in equity (including the Bankrupt U.S. Bankruptcy Code) in the event of the commencement of a case under the U.S. Bankruptcy Code with respect to the bankrupt Party. The Parties intend the following rights to extend to the maximum extent permitted by Applicable Law, and to be enforceable under U.S. Bankruptcy Code Section 365(n): (I) the right of access to any intellectual property (and all embodiments thereof) of the bankrupt Party, or any Third Party from that is licensed or sublicensed under this Agreement; and (II) the right to contract directly with any such obligation or liability for failing Third Party to perform itcomplete the contracted work.

Rights in Bankruptcy. (a) All If this Agreement is rejected by a Party as a debtor under Section 365 of the United States Bankruptcy Code or similar provision in the bankruptcy laws of another jurisdiction (the “Code”), then, notwithstanding anything else in this Agreement to the contrary, all licenses and rights and to licenses granted under or pursuant to this Agreement by one the Party in bankruptcy to the other Party are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 the Code (or similar provision in the bankruptcy laws of the United States Code (“Title 11”jurisdiction), licenses of rights to “intellectual property” as defined in Title 11, and, under Section 101(35A) of the Code (or similar provision in the event bankruptcy laws of the jurisdiction). The Parties agree that a case Party that is a licensee of rights under Title 11 is commenced by or against either Party (this Agreement shall retain and may fully exercise all of its rights and elections under the “Bankrupt Party”Code. Xxxxxxx and Theravance intend and agree that any sale of Theravance’s assets under Section 363(n) of the Code shall be subject to Xxxxxxx’x rights under Section 365(n), that Xxxxxxx cannot be compelled to accept a money satisfaction of its interests in the intellectual property licensed pursuant to this Agreement, and that any such sale therefore may not be made to a purchaser “free and clear” of Xxxxxxx’x rights under this Agreement and Section 365(n) without the express, contemporaneous written consent of Xxxxxxx. Further, each Party agrees and acknowledges that all payments by Xxxxxxx to Theravance hereunder, other Party shall have all than the Opt-In Exercise Fee and the royalty payments pursuant to Article 6, and the sales milestone payments pursuant to Section 6.5, do not constitute royalties within the meaning of the rights set forth in Section 365(n) of Title 11 the Code or relate to the maximum extent permitted therebylicenses of intellectual property hereunder. During Theravance shall, during the Term, each Party shall create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent practicable feasible, of all such intellectual property. Without limiting Theravance and Xxxxxxx acknowledge and agree that “embodiments” of intellectual property within the Parties’ rights under meaning of Section 365(n) of Title 11include laboratory notebooks, if cell lines, product samples and inventory, research studies and data and Regulatory Materials. If (i) a case under Title 11 the Code is commenced by or against the Bankrupt PartyTheravance, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (iii) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause in the Code, and (iiii) above. All Xxxxxxx elects to retain its rights of the Parties under this Section 17.3 and under hereunder as provided in Section 365(n) of Title 11 are the Code, Theravance (in addition to any capacity, including debtor-in-possession) and not in substitution of any its successors and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.assigns (including a trustee) shall:

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant this Agreement, including, without limitation, the licenses granted to this Agreement by one Party Dynacure under Article 6 and the licenses granted to the other Ionis under Article 13, are, for all purposes of Section 365(n) of the U.S. Bankruptcy Code (i.e., Title 11 of the U.S. Code) or analogous provisions of Applicable Law outside the United States Code (“Title 11”)States, licenses of rights to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States. The Parties agree that each Party, andas licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code or any other provisions of Applicable Law outside the United States that provide similar protection for ‘intellectual property.’ The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (under the “Bankrupt Party”)U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 that is not subject to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall proceeding will be entitled to a copy complete duplicate of any and all (or complete access to, as appropriate) such intellectual property and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other non-subject Party’s possession, shall will be promptly delivered to it (i) before this Agreement is rejected by or on behalf of upon the Bankrupt Party, within thirty (30) days after the other non-subject Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days request therefor. Any agreements supplemental hereto will be deemed to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of be “agreements supplementary to” this Agreement by or on behalf for purposes of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are the U.S. Bankruptcy Code. [***] Certain information in addition this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have would likely cause competitive harm to the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itregistrant if publicly disclosed.

Rights in Bankruptcy. The Parties intend to take advantage of the protections of Section 365(n) (aor any successor provision) of the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction to the maximum extent permitted by Applicable Law. All rights and licenses granted under or pursuant to this Agreement by one Party Agreement, but only to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), extent they constitute licenses of rights a right to “intellectual property” as defined in Title 11Section 101 of the U.S. Bankruptcy Code, andshall be deemed to be “intellectual property” for the purposes of Section 365(n) or any analogous provisions in any other country or jurisdiction. The non-bankrupt Party shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, in including the right to obtain such intellectual property from another entity. In the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (under the “Bankrupt Party”)U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other non-bankrupt Party shall be entitled to a copy complete duplicate [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. of any and (or complete access to, as appropriate) all such intellectual property and (including all embodiments of such intellectual property), and the samewhich, if not already in the possession of such other non-bankrupt Party’s possession, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Partyupon its’s written requestrequest (a) upon commencement of a bankruptcy proceeding, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue bankrupt Party continues to perform all of its obligations under this Agreement, or (iib) after any if not delivered pursuant to clause (a) because the bankrupt continues to perform, upon the rejection of this Agreement by or on behalf of the Bankrupt bankrupt Party. Unless and until the bankrupt Party rejects this Agreement, the bankrupt Party shall perform this Agreement or provide such intellectual property (including all embodiments of such intellectual property) to the non-bankrupt Party, if and shall not previously delivered as provided under clause (i) above. All interfere with the rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance including the right to obtain the intellectual property from another entity. In the case of an insolvency that is governed by non-U.S. bankruptcy law, the Parties agree that, to the extent not prohibited by the applicable insolvency law, the non-Bankrupt bankrupt Party shall release will be entitled to at least the Bankrupt same rights and protections afforded by the U.S. Bankruptcy Code, including survival of the licenses granted hereunder even if the bankrupt Party from revokes or terminates this Agreement and a copy of the embodiments of such intellectual property, without conditions other than any such obligation or liability for failing to perform itlegally required payment of royalties.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States U.S. Code and other similar laws in any jurisdiction outside the U.S. (collectively, the “Title 11Bankruptcy Laws”), licenses of rights to “intellectual property” as defined in Title 11, and, in under the event that Bankruptcy Laws. Upon the occurrence of any Insolvency Event with respect to a case under Title 11 is commenced by or against either Party (the “Bankrupt Insolvent Party”), the Insolvent Party agrees that the other Party (the “Non-Insolvent Party”), as licensee of such rights under this Agreement, shall have retain and may fully exercise all of its rights and elections under the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted therebyBankruptcy Laws. During Each Party shall, during the Term, each Party shall create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent practicable feasible, of all such intellectual property. Without limiting Each Party agrees and acknowledges that “embodiments” of intellectual property within the Parties’ rights under meaning of Section 365(n) of Title 11include, if without limitation, laboratory notebooks, cell lines, product samples and inventory, research studies and data, Regulatory Approvals and Regulatory Materials, in each case to the extent related to the Products. If (i) a case under Title 11 is commenced during the Term by or against a Party under the Bankrupt Bankruptcy Laws, (ii) this Agreement is rejected as provided for under the Bankruptcy Laws, and (iii) the Non-Insolvent Party elects to retain its rights hereunder as provided for under the Bankruptcy Laws, then the Insolvent Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee), shall (x) provide to the Non-Insolvent Party immediately upon the Non-Insolvent Party, the other Party shall be entitled to a copy ’s written request copies of any and all such intellectual property (including embodiments thereof) held by the Insolvent Party and all embodiments of such intellectual propertysuccessors and assigns, or otherwise available to them, and (y) not interfere with the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Non-Insolvent Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations rights under this Agreement, or any related agreements between the Parties, to such intellectual property (iiincluding such embodiments), including any right to obtain such intellectual property (or such embodiments) after from another entity, to the extent provided in the Bankruptcy Laws. Whenever the Insolvent Party or any rejection of this Agreement by its successors or on behalf assigns provides to the Non-Insolvent Party any of the Bankrupt Party, if not previously delivered as provided under clause intellectual property licensed hereunder (ior any embodiment thereof) above. All rights of the Parties under pursuant to this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights15.13, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The nonthe Non-Bankrupt Insolvent Party shall have the right to perform the Insolvent Party’s obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the nonNon-Bankrupt Insolvent Party shall release the Bankrupt Insolvent Party from any such obligation liability resulting from rejection of the license or liability for failing the failure to perform it.such obligations. All rights, powers and remedies of the Non-Insolvent Party as provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws. In particular, it is the intention and understanding of the Parties that the rights granted to the Parties under this Section 15.13 are essential to the Parties’ respective businesses and the Parties acknowledge that damages are not an adequate remedy. The Parties agree that they intend the following rights to extend to the maximum extent permitted by applicable Laws, and to be enforceable under Section 365(n) of Title 11 of the U.S. Code: (A) the right of access to any intellectual property (including embodiments thereof) of the Insolvent Party, or any Third Party with whom the Insolvent Party contracts to perform an obligation of the Insolvent Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Manufacture and Commercialization of Products; and (B) the right to contract directly with any Third CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED Party to complete the contracted work upon failure of the Insolvent Party to comply with its applicable obligations. {Signature Page Follows}

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Molecular Partners and Amgen are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 101(35A) of the United States Bankruptcy Code. Each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the United States Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n(a) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (ii) after any if not delivered under clause (i), following the rejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party and (b) the Bankrupt Party shall not interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or on behalf other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Molecular Partners Know-How in the case that Molecular Partners is the Bankrupt Party and Amgen Know-How in the case Amgen is the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party L’Oreal or Organovo are and shall otherwise be deemed to the other arebe, for all purposes of Section 365(n) of Title 11 the U.S. Bankruptcy Code or any analogous provisions of the United States Code (“Title 11”)statutes of any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code or such analogous provisions. The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code or any analogous provisions in Title 11, andany other country or jurisdiction. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party (under the “Bankrupt Party”)U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 hereto that is not a Party to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party proceeding shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other non-subject Party’s possession, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf upon any such commencement of a bankruptcy proceeding upon the Bankrupt Party, within thirty (30) days after the other non-subject Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party subject to such proceeding elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (ii) after any if not delivered under clause (i) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the non-subject Party, if . The Parties acknowledge and agree that payments made under Sections 5.1 or 5.2 shall not previously delivered as provided under clause 26 ****** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (ix) above. All rights constitute royalties within the meaning of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are the U.S. Bankruptcy Code or any analogous provisions in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right country or jurisdiction or (y) relate to perform the obligations licenses of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itproperty hereunder.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Company are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (the “Title 11Bankruptcy Code”), licenses of rights to “intellectual property” as that term is defined in Title 11the Bankruptcy Code. Company, andas a licensee of such rights under this Agreement, in shall retain and may fully exercise all of its rights and elections under the event that Bankruptcy Code. Upon the filing of a case under Title 11 is commenced by or against either Party AMYRIS or any AMYRIS Affiliate (the “Bankrupt PartyEntity”), including without limitation, AMYRIS Fuels LLC, AB Technologies LLC, and/or AMYRIS Brasil Ltda. (each of such Affiliates, a “Co-Licensor”) under the other Party Bankruptcy Code, then (a) Company shall have all of the rights set forth in Section 365(n) of Title 11 be entitled to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights fullest protections conferred upon licensees under Section 365(n) of Title 11the Bankruptcy Code, if a case or any similar provision; (b) AMYRIS and each Co-Licensor shall perform all of its obligations under Title 11 is commenced by or against this Agreement; (c) the Bankrupt PartyEntity shall immediately, without the other Party shall be entitled need for any further request by Company, or notice or hearing, provide to Company a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual propertyproperty (which embodiments, and the same, if not in the possession of such other Partythroughout this Agreement, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of include without limitation, the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt PartyEscrowed Materials), or its trustee any other information necessary or receiver, elects within thirty desirable for Company to utilize such intellectual property; and (30d) days to continue to perform all AMYRIS and each Co-Licensor shall not interfere with the rights of its obligations under Company as provided in this Agreement, or in any agreement supplementary to this Agreement, to such intellectual property (iiincluding such embodiment), including any right to obtain such intellectual property (and such embodiment) after any rejection of from another entity or person. To the extent AMYRIS and/or a Co-Licensor rejects this Agreement by or on behalf of under the Bankrupt PartyBankruptcy Code and Company elects to retain its rights, if not previously delivered as (x) Company shall have the full rights provided under clause (i) above. All rights of the Parties under this Section 17.3 and to it under Section 365(n) of Title 11 are in addition the Bankruptcy Code; (y) the waivers under Section 365(n)(2)(C) shall apply only to rights of setoff and administrative claims arising solely out of this Agreement, and not to any other agreements or instruments, including, without limitation, claims or rights arising out of agreements supplementary to this Agreement; and (z) the Bankrupt Entity shall, without need for notice or hearing, provide to Company any intellectual property (including such embodiment) held by AMYRIS and/or each Co-licensor and/or any other entity or person, and shall not interfere with the rights of Company as provided in substitution this Agreement, or any agreement supplementary to this Agreement, to such intellectual property (including such embodiment) including any right to obtain such intellectual property (and such embodiment) from another entity or person. For purposes of this Agreement, the term “embodiment” shall mean any and all other rightsmaterials required to be delivered by AMYRIS or a Co-Licensor to Company hereunder and any materials relating to the licenses granted hereunder which, powers, and remedies that each Party may have in the course of dealing between the Parties under this Agreement, Title 11are customarily delivered, in whatever format (whether electronic, written or otherwise). All written agreements entered into relating to and in connection with the Parties’ performance hereunder from time-to-time, shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code. AMYRIS and each Co-Licensor acknowledges and agrees that the rights of Company to such intellectual property (and such embodiments) are unique, and that to the extent AMYRIS or a Co-Licensor, or their respective trustees in bankruptcy, were to sell any portion of such intellectual property free and clear of liens, claims or interests, Company would suffer irreparable damages, such that AMYRIS and each Co-Licensor agrees that such sale shall not occur without Company’s express written consent. For the avoidance of doubt, “intellectual property,” as used in this Section 7.E.2, is limited to intellectual property included in the AMYRIS Licensed IP and the Strain Improvement Technology, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations tangible embodiments of the Bankrupt Party hereunder with respect to such intellectual property, but neither and includes all such provision nor intellectual property and tangible embodiments of such performance by intellectual property (provided in the non-Bankrupt Party shall release case of the Bankrupt Party from any such obligation or liability Strain Improvement Technology, only to the extent, and for failing to perform itthe uses and period, described in Section 2.A.(i)(b)).

Rights in Bankruptcy. (ai) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (iA) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty [***] (30[***]) days [***] after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty [***] (30[***]) days [***] to continue to perform all of its obligations under this Agreement, or (iiB) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (iA) above. All rights of the Parties under this Section 17.3 11.11 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party party may have under this Agreement, Title 11, and any other Applicable Lawapplicable Laws. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Hansoh and EQRx are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall will be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall will be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iib) after any if not delivered under clause (a), following the rejection of this Agreement by or on behalf the Bankrupt Party upon written request therefor by the other Party. The Parties acknowledge and agree that of the Bankrupt Partymilestones and royalties to be paid pursuant to Article 9, if not previously delivered as provided under clause (i) above. All rights only the royalties contained in Section 9.3 will constitute royalties within the meaning of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder U.S. Bankruptcy Code with respect to such the licenses of intellectual propertyproperty hereunder. For purposes of this Section 14.7, but neither such provision nor such performance all references to “U.S. Bankruptcy Code” hereunder shall be deemed to include any analogous provisions in any other country or jurisdiction to the maximum extent permitted by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itApplicable Law.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other either Party, including without limitation Article 7, are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States Code (“Title 11”)States, licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States (hereinafter “IP”). The Parties agree that each Party, andas a licensee of such rights under this Agreement, in will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code or any other provisions of Applicable Law outside the United States that provide similar protection for IP. In the event that of termination of a case under Title 11 is commenced by Party pursuant to Section 11.2.1 or against either 11.3.1, the terminated Party (the “Bankrupt Party”), hereby grants to the other Party shall have all and its Affiliates a right to obtain possession of the rights set forth in Section 365(nand to benefit from a complete duplicate of (or complete access to, as appropriate) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all any such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property IP and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall will be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the upon such other Party’s written requestrequest therefor. The term “embodiments of intellectual property” includes all tangible, unless electronic or other embodiments of rights and licenses hereunder, including all Licensed Products, all Regulatory Approval Applications and Regulatory Approvals and rights of reference therein, and all Information related to Licensed Products, KKC Technology and AEVI Technology, as applicable. The terminated Party will not interfere with the Bankrupt Party, exercise by the other Party or its trustee Affiliates of rights and licenses to IP and embodiments of intellectual property licensed hereunder in accordance with this Agreement and agrees to assist such other Party and Affiliates of such other Party to obtain the IP and embodiments of intellectual property in the possession or receiver, elects within thirty (30) days control of Third Parties as reasonably necessary or desirable for such other Party or Affiliates of such other Party to continue to perform all of its obligations under exercise such rights and licenses in accordance with this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the The Parties under this Section 17.3 acknowledge and agree that milestone payments made under Section 8.3 do not constitute royalties within the meaning of U.S. Bankruptcy Code §365(n) or relate to licenses of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itproperty hereunder.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party are, and shall otherwise be deemed to the other arebe, for all purposes of Section 365(n) of Title 11 the United States Bankruptcy Code and of any similar or analogous provisions of Applicable Laws outside of the United States Code (the “Title 11Bankruptcy Code”), licenses of and rights to “intellectual property” as defined in Title 11under Section 101(35A) of the U.S. Bankruptcy Code. Each Party agrees that the other Party, andas licensee of such rights under this Agreement, in shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. In the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party under the Bankruptcy Code (the “Bankrupt Insolvent Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and Know-How licensed to such Party under this Agreement and held by such first Party and its successors and assigns (and all embodiments of such intellectual propertyproperty and Know-How), provided that, a Party shall not be required to provide any duplicate copies and embodiments of such intellectual property or Know-How to the sameother Party so long it has already provided such intellectual property and Know-How it is required to provide to under this Agreement, and, if not already in the possession of such other Partyits possession, shall be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Party’s a bankruptcy proceeding upon its written requestrequest therefore, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue Insolvent Party continues to perform all of its obligations under this Agreement, or (iib) after any if not delivered or granted under (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Insolvent Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance upon written request therefore by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itother Party.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (ia) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty [***] (30[***]) days [***] after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty [***] (30[***]) days [***] to continue to perform all of its obligations under this Agreement, or (iib) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (ia) above. All rights of the Parties under this Section 17.3 15.2 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to any section of this Agreement by one Party Agreement, including the licenses granted under this Article 2, are and will otherwise be deemed to the other are, be for all purposes of Section 365(n) of Title 11 of the United States Bankruptcy Code (“Title 11, U.S. Code), as amended (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined in Title 11Section 101(35A) of the Bankruptcy Code. Each Party will retain and may fully exercise all of its respective rights and elections under the Bankruptcy Code. Each Party agrees that the other Party, andas licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the Bankruptcy Code or any other provisions of applicable Law outside the United States that provide similar protection for intellectual property. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party under the U.S. Bankruptcy Code (the “Bankrupt PartyParty subject to such proceeding”), the other Party shall have all of (the rights set forth in Section 365(n“non-subject Party”) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it the non-subject Party (i) before this Agreement is rejected by or on behalf upon any such commencement of a bankruptcy proceeding upon the Bankrupt Party, within thirty (30) days after the other non-subject Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party subject to such proceeding (x) elects within thirty (30) days to and does continue to perform all of its obligations under this Agreement, or (y) rejects this Agreement and the non-subject Party elects to treat this Agreement as terminated, or (ii) after any if not delivered under clause (i) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect subject to such intellectual property, but neither such provision nor such performance proceeding upon written request therefor and the election by the non-Bankrupt subject Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itretain its rights under this Agreement.

Rights in Bankruptcy. (a) All rights and licenses now or hereafter granted under or pursuant to Sections 3.1, 3.2, 3.3 and 3.4 of this Agreement by one Party are rights to “intellectual Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the other are, for all purposes Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act; [*] denotes omissions. property” (as defined in Section 365(n101(35A) of Title 11 of the United States Code (the “Title 11Bankruptcy Code”)). Each party hereby grants to other party and all Affiliates of such other party a right of access and to obtain possession of, licenses of rights and to “intellectual property” as defined in Title 11benefit from copies of, and(a) research data and results and (b) tangible Technology, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in which ((a) and (b)) constitute “embodiments” of intellectual property pursuant to Section 365(n) of Title 11 to the maximum extent permitted thereby. During the TermBankruptcy Code, each Party shall create and maintain current copies to the extent practicable of (c) all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the samein each case, if not solely in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after connection with the other Partyparty’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations rights under this Agreement, whether any of the foregoing are in the granting party’s possession or control or in the possession and control of Third Parties. Each party agrees not to interfere with the other party’s and the other party’s Affiliates’ exercise of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use reasonable efforts to assist such other party and its Affiliates to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable for such other party and Affiliates to exercise such rights and licenses in accordance with this Agreement. The parties acknowledge and agree that all payments payable under this Agreement, other than (i) the Royalty payable by Genzyme in connection with the sublicensing of Retained Patent Rights or (ii) after any rejection Genzyme Third Party Payment payable by Genzyme, do not constitute “royalties” within the meaning of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Bankruptcy Code Section 365(n) or relate to licenses of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itproperty hereunder.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party are, and shall otherwise be deemed to the other arebe, for all purposes of Section 365(n) of Title 11 the United States Bankruptcy Code and of any similar or analogous provisions of applicable Laws outside of the United States Code (the “Title 11Bankruptcy Code”), licenses of and rights to “intellectual property” as defined in Title 11under Section 101(35A) of the U.S. Bankruptcy Code. Each Party agrees that the other Party, andas licensee of such rights under this Agreement, in shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. In the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party under the Bankruptcy Code (the “Bankrupt Insolvent Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and Know-How licensed to such Party under this Agreement and held by such first Party and its successors and assigns (and all embodiments of such intellectual propertyproperty and Know-How), provided that, a Party shall not be required to provide any duplicate copies and embodiments of such intellectual property or Know-How to the sameother Party so long it has already provided such intellectual property and Know-How it is required to provide to under this Agreement, and, if not already in the possession of such other Partyits possession, shall be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Party’s a bankruptcy proceeding upon its written requestrequest therefore, unless the Bankrupt PartyInsolvent Party 104 Portions of the exhibit, or its trustee or receiverindicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, elects within thirty (30) days to continue as amended. Confidential continues to perform all of its obligations under this Agreement, or (iib) after any if not delivered or granted under (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Insolvent Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance upon written request therefore by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itother Party.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Eyetech and Ophthotech are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights to “intellectual propertyIntellectual Property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The parties agree that the parties, andas licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (under the “Bankrupt Party”)U.S. Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 hereto that is not a Party to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall proceeding will be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property Intellectual Property and all embodiments of such intellectual propertyIntellectual Property, and the samewhich, if not already in the possession of such other non-subject Party’s possession, shall will be promptly delivered to it it: (ia) before this Agreement is rejected by or on behalf upon any such commencement of a bankruptcy proceeding upon the Bankrupt Party, within thirty (30) days after the other non-subject Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days Party subject to continue such proceeding continues to perform all of its obligations under this Agreement, ; or (iib) after any if not delivered under subsection (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the non-subject Party, if not previously delivered as provided under clause . Each Party acknowledges that (i) above. All copies of research data, (ii) laboratory samples, (iii) product samples and inventory, (iv) formulas, (v) laboratory notes and notebooks, (vi) data and results related to clinical trials, (vii) regulatory filings and approvals, (viii) rights of the Parties under this Section 17.3 reference in respect of regulatory filings and under approvals, (ix) pre-clinical research data and results, and (x) marketing, advertising and promotional materials, constitute “embodiments” of Intellectual Property pursuant to Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itBankruptcy Code.

Rights in Bankruptcy. (a) All The Parties acknowledge and agree that all rights and licenses granted under or pursuant to this Agreement by one Party to the other Ono or Array are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Bankruptcy Code (“Title 11”)and other similar foreign Laws, licenses of rights to “intellectual property” as defined in Title 11under Section 101 of the United States Bankruptcy Code or other similar foreign Laws. The Parties agree that the Parties shall retain and may fully exercise all of their rights and elections under the United States Bankruptcy Code, andArticle 53 and 56 of the Japanese bankruptcy Law (or any comparable provision of Japanese Laws applicable to bankruptcies or insolvencies), and other similar foreign Laws. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (under the “Bankrupt Party”)United States Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other non debtor Party shall be entitled to a copy complete duplicate of (or complete access to, as [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. appropriate) any and all such intellectual property and all embodiments of such intellectual property, property and the same, which, if not already in the possession of such other non debtor Party’s possession, shall be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of a bankruptcy proceeding upon the Bankrupt Party, within thirty (30) days after the other non debtor Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue debtor Party continues to perform all of its obligations under this Agreement, Agreement or (iib) after any if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt debtor Party upon written request therefor by the non debtor Party. Similarly, if not previously delivered as provided under clause (i) above. All rights of the Parties agree that, to the maximum extent permitted by applicable Law, in any bankruptcy proceeding by or against a Party under this Section 17.3 the Japanese bankruptcy Law, the non debtor Party shall retain the licenses and other rights granted to it under Section 365(n) Article II hereof and may continue to exercise such rights in accordance with the terms and conditions of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt irrespective of whether or not the debtor Party shall have the right elects to perform the obligations rescind this Agreement pursuant to Article 53 of the Bankrupt Party hereunder with respect Japanese bankruptcy Law (or any comparable provision of other Japanese Laws applicable to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation bankruptcies or liability for failing to perform itinsolvencies).

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other VBL and Licensee are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States U.S. Bankruptcy Code (“Title 11”and of any similar provisions of Applicable Laws under any other jurisdiction), licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code and under any similar provisions of Applicable Laws under any other jurisdiction. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code or under any similar provisions of Applicable Laws under any other jurisdiction, the other Party shall have all of the rights set forth in Section 365(n(a) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ix) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iiy) after any if not delivered under clause (x), following the rejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party and (b) the Bankrupt Party shall not unreasonably interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or on behalf other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and VBL Know-How in the case that VBL is the Bankrupt Party and Licensee Know-How in the case Licensee is the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable LawCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itACOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIALTREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,AS AMENDED.

Rights in Bankruptcy. (a) All If this Agreement is rejected by a Party as a debtor under Section 365 of the United States Bankruptcy Code or similar provision in the bankruptcy laws of another jurisdiction (the "Code"), then, notwithstanding anything else in this Agreement to the contrary, all licenses and rights and to licenses granted under or pursuant to this Agreement by one the Party in bankruptcy to the other Party are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 the Code (or similar provision in the bankruptcy laws of the United States Code (“Title 11”jurisdiction), licenses of rights to “"intellectual property” " as defined in Title 11, and, under Section 101(35A) of the Code (or similar provision in the event bankruptcy laws of the jurisdiction). The Parties agree that a case Party that is a licensee of rights under Title 11 is commenced by or against either Party (this Agreement shall retain and may fully exercise all of its rights and elections under the “Bankrupt Party”Code. Xxxxxxx and Theravance intend and agree that any sale of Theravance's assets under Section 363(n) of the Code shall be subject to Xxxxxxx'x rights under Section 365(n), that Xxxxxxx cannot be compelled to accept a money satisfaction of its interests in the intellectual property licensed pursuant to this Agreement, and that any such sale therefore may not be made to a purchaser "free and clear" of Xxxxxxx'x rights under this Agreement and Section 365(n) without the express, contemporaneous written consent of Xxxxxxx. Further, each Party agrees and acknowledges that all payments by Xxxxxxx to Theravance hereunder, other Party shall have all than the Opt-In Exercise Fee and the royalty payments pursuant to Article 6, and the sales milestone payments pursuant to Section 6.5, do not constitute royalties within the meaning of the rights set forth in Section 365(n) of Title 11 the Code or relate to the maximum extent permitted therebylicenses of intellectual property hereunder. During Theravance shall, during the Term, each Party shall create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent practicable feasible, of all such intellectual property. Without limiting Theravance and Xxxxxxx acknowledge and agree that "embodiments" of intellectual property within the Parties’ rights under meaning of Section 365(n) of Title 11include laboratory notebooks, if cell lines, product samples and inventory, research studies and data and Regulatory Materials. If (i) a case under Title 11 the Code is commenced by or against the Bankrupt PartyTheravance, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (iii) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause in the Code, and (iiii) above. All Xxxxxxx elects to retain its rights of the Parties under this Section 17.3 and under hereunder as provided in Section 365(n) of Title 11 are the Code, Theravance (in addition to any capacity, including debtor-in-possession) and not in substitution of any its successors and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.assigns (including a trustee) shall:

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to any section of this Agreement by one Party to the other are, and shall be deemed to be for all purposes of Section 365(n) of Title 11 of the United States Bankruptcy Code (“Title 11, U.S. Code), as amended (the “Bankruptcy Code”)) or any analogous provision of Applicable Law outside the United States, licenses of rights to “intellectual property” as defined in Title 11, and, in Section 101(35A) of the Bankruptcy Code or any analogous provision of Applicable Law outside the United States. Each Party shall retain and may fully exercise all of its respective rights and elections under the Bankruptcy Code or any analogous provision of Applicable Law outside the United States. In the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (under the “Bankrupt Party”), Bankruptcy Code or any analogous provision of Applicable Law outside the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt PartyUnited States, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property subject to any rights or licenses granted to such other Party under or pursuant to this Agreement and to all embodiments of such intellectual propertythereof, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ior otherwise made available to, as appropriate) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the such other Party upon such other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days . Any agreements supplemental hereto shall be deemed to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of be “agreements supplementary to” this Agreement by or on behalf for purposes of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution the Bankruptcy Code or any analogous provision of any and all other rightsApplicable Law outside the United States. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, powersMARKED BY BRACKETS, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itHAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party are, and shall otherwise be deemed to the other arebe, for all purposes of Section 365(n) of Title 11 the United States Bankruptcy Code and of any similar or analogous provisions of Applicable Laws outside of the United States Code (the “Title 11Bankruptcy Code”), licenses of and rights to “intellectual property” as defined in Title 11under Section 101(35A) of the U.S. Bankruptcy Code. Each Party agrees that the other Party, andas licensee of such rights under this Agreement, in shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. In the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party under the Bankruptcy Code (the “Bankrupt Insolvent Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and Know-How licensed to such Party under this Agreement and held by such first Party and its successors and assigns (and all embodiments of such intellectual propertyproperty and Know-How), provided that, a Party shall not be required to provide any duplicate copies and embodiments of such intellectual Portions of the sameexhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. property or Know-How to the other Party so long it has already provided such intellectual property and Know-How it is required to provide to under this Agreement, and, if not already in the possession of such other Partyits possession, shall be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Party’s a bankruptcy proceeding upon its written requestrequest therefore, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue Insolvent Party continues to perform all of its obligations under this Agreement, or (iib) after any if not delivered or granted under (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Insolvent Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance upon written request therefore by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itother Party.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Epirus are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 91 of the United States Bankruptcy Code or any applicable foreign equivalent thereof. The Parties agree that Partner, andas licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code or any applicable foreign equivalent thereof. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party (under the “Bankrupt Party”)United States Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 that is not a party to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party proceeding shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other non-subject Party’s possession, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf upon any such commencement of a bankruptcy proceeding upon the Bankrupt Party, within thirty (30) days after the other non-subject Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party subject to such proceeding elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (ii) after any if not delivered under clause (i) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the non-subject Party. Further, if not previously delivered as provided under clause each Party agrees and acknowledges that all payments made pursuant to Article 8 (iProfit Share) above. All rights of this Agreement constitute “royalties” within the Parties under this Section 17.3 and under meaning of Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itBankruptcy Code.

Rights in Bankruptcy. (a) All rights and licenses and sublicenses granted under or pursuant to this Agreement by one a Party to the other are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States U.S. Bankruptcy Code (“Title 11”or comparable provisions of laws of other jurisdictions), licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code (or comparable provisions of laws of other jurisdictions). The Parties agree that the Parties, andas licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code (and comparable laws of other jurisdictions). The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code (the “Bankrupt Party”and comparable laws of other jurisdictions), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 that is not a party to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall proceeding will be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the same, if not already in the possession of such other Partytheir possession, shall will be promptly delivered to it them (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Party’s a bankruptcy proceeding upon their written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party subject to such proceeding elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (iib) after any if not delivered under subsection (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the non-subject Party. All rights, if not previously delivered powers and remedies granted hereunder to a Party as a licensee of any intellectual property rights as provided under clause (i) above. All rights of the Parties under in this Section 17.3 and under Section 365(n) of Title 11 14.7 are in addition to and not in substitution of for any and all other rights, powerspowers and remedies now or hereafter existing at law or in equity, in the event of the commencement of a Bankruptcy case by or against the granting Party under Applicable Law, and the licensee Party, in addition to the rights, powers and remedies that each Party expressly provided herein, shall be entitled to exercise all other such rights and powers and resort to all other such remedies as may have under this Agreementnow or hereafter exist at law or in equity in such event. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, Title 11MARKED BY BRACKETS, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual propertyIS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itAS AMENDED.

Rights in Bankruptcy. For purposes of Section 365(n) of the US Bankruptcy Code (athe “Code”) All and any similar Applicable Law in any other jurisdiction, all rights and licenses granted under or pursuant to this Agreement by one a Party to the other are, and shall otherwise be deemed to be, for all purposes of Section 365(n) the Code or any comparable provision of Title 11 of the United States Code (“Title 11”)any Applicable Law in any other jurisdiction, licenses of rights to “intellectual property” (as defined in Title 11Section 101(35A) of the Code) or any comparable provision of any Applicable Law in any other jurisdiction. The Parties agree that each Party, andas licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code or any comparable provision of any Applicable Law in any other jurisdiction. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (under the “Bankrupt Party”), the Code or any comparable provision of any Applicable Law in any other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Partyjurisdiction, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it such other Party (i) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, such Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any if not delivered under clause (i), following the rejection of this Agreement by or on behalf such Party upon written request therefor by such other Party. The Parties agree that they intend the following rights to extend to the maximum extent permitted by law, including for purposes of the Bankrupt PartyCode or any comparable provision of any Applicable Law in any other jurisdiction: (a) the right of access to any intellectual property (including all embodiments thereof) of the licensor, if not previously delivered as provided or any Third Party with whom the licensor contracts to perform an obligation of such licensor under clause this Agreement which is necessary for the Development, manufacture or Commercialization of the Product; (b) the right to contract directly with any Third Party described in (a) to complete the contracted work and (c) the right to cure any default under any such agreement with a Third Party and set off the costs thereof against amounts payable to such licensor under this Agreement. The provisions of this Section 11.5(b) shall be (i) above. All without prejudice to any rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each a Party may have arising under this Agreement, Title 11, and any applicable insolvency statute or other Applicable Law and (ii) effective only to the extent permitted by Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Trubion and Facet are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, licenses of rights to “intellectual property” as defined in Title 11under Section 101 of the United States Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the United States Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n(a) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ix) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iiy) after any if not delivered under clause (x), following the rejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party and (b) the Bankrupt Party shall not interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or on behalf other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Trubion Know-How in the case that Trubion is the Bankrupt Party and Facet Applied Know-How in the case Facet is the Bankrupt Party. [ * ] = Certain confidential information contained in this document, if not previously delivered as provided under clause (i) above. All rights marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Parties under this Section 17.3 and under Section 365(n) Securities Exchange Act of Title 11 are in addition to and not in substitution of any and all other rights1934, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itas amended.

Rights in Bankruptcy. (a) 11.2.1 All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 11.2 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party party may have under this Agreement, Title 11, and any other Applicable LawLaws. The non-Bankrupt Party shall have the right to may perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 17.4 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Trubion and Facet are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, licenses of rights to “intellectual property” as defined in Title 11under Section 101 of the United States Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “”Bankrupt Party”)) under the United States Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n(a) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ix) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iiy) after any if not delivered under clause (x), following the rejection of this Agreement by the Bankrupt Party upon written request therefor by the other Party and (b) the Bankrupt Party shall not interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or on behalf other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Trubion Know-How in the case that Trubion is the Bankrupt Party and Facet Applied Know-How in the case Facet is the Bankrupt Party. [ * ] = Certain confidential information contained in this document, if not previously delivered as provided under clause (i) above. All rights marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Parties under this Section 17.3 and under Section 365(n) Securities Exchange Act of Title 11 are in addition to and not in substitution of any and all other rights1934, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itas amended.