Common use of Rights in Bankruptcy Clause in Contracts

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the US Bankruptcy Code. The Parties agree that the Company, as licensee of certain rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company under the US Bankruptcy Code, Nestlé will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé and all embodiments of such Intellectual Property, which, if not already in such other Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s written request therefor, unless the Company elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Company upon written request therefor by Nestlé.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Ambit are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the CompanyAstellas, as licensee of certain such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Ambit under the US U.S. Bankruptcy Code, Nestlé Astellas will be entitled entitled, to the extent necessary to exercise its rights under this Agreement, to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s its possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefortherefore, unless the Company Ambit elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by the Company or on behalf of Ambit upon written request therefor therefore by NestléAstellas.

Rights in Bankruptcy. All The Parties agree and acknowledge that the rights and licenses granted under or pursuant to by this Agreement by the Company are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US Bankruptcy Code, are licenses of rights to “intellectual property” as such term is defined under Section 101 of the US Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “Bankruptcy Code”). The Parties further acknowledge and agree that the Company, as licensee of certain rights under this Agreement, will Licensee shall retain and may fully exercise and enjoy all of its rights and elections available to it under the US Bankruptcy Code including those rights under Section 365(n) of the Bankruptcy Code, as well as all other applicable laws and regulations. The Parties further agree that, that in the event of the commencement of a bankruptcy proceeding under the Bankruptcy Code by or against the Company a licensor of rights to intellectual property under the US Bankruptcy Codethis Agreement, Nestlé will Licensee shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s its possession, will shall be promptly delivered to it (a) Licensee upon Licensee’s written request upon any such commencement of a bankruptcy proceeding upon Nestlé’s written request thereforproceeding, unless the Company such licensor elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under clause (a)i) above, following the upon rejection of this Agreement by the Company upon written request therefor by Nestléor on behalf of such licensor.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Licensor are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the Company, as licensee of certain such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Licensor under the US U.S. Bankruptcy Code, Nestlé Company will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s its possession, will be promptly delivered to it them (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company Licensor elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under clause (a)i) above, following the rejection of this Agreement by the Company or on behalf of Licensor upon written request therefor by NestléCompany.

Rights in Bankruptcy. All rights and licenses the license granted under or pursuant to this Agreement by the Company Licensor are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US United States Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the US United States Bankruptcy Code. The Parties agree that the CompanyLicensee, as licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Licensor under the US United States Bankruptcy Code, Nestlé will Licensee shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other PartyLicensee’s possession, will shall be promptly delivered to it it: (a) upon any such commencement of a bankruptcy proceeding upon NestléLicensee’s written request therefor, unless the Company elects to continue Licensor continues to perform all of its obligations under this Agreement Agreement; or (b) if not delivered under clause (a)Section 9.6(a) above, following the rejection of this Agreement by the Company or on behalf of Licensor upon written request therefor by NestléLicensee.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Aridis are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US United States Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US United States Bankruptcy Code. The Parties agree that the CompanyEmergent and its Affiliates, as licensee licensees of certain such rights under this Agreement, will shall retain and may fully exercise all of its their rights and elections under the US United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Aridis under the US United States Bankruptcy Code, Nestlé will Emergent shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other PartyEmergent’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon NestléEmergent’s written request therefor, unless the Company Aridis elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by the Company or on behalf of Aridis upon written request therefor by NestléEmergent.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Affymax are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “"intellectual property” " as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the CompanyCollaborator, as licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 77 bankruptcy proceeding by or against the Company Affymax under the US U.S. Bankruptcy Code, Nestlé will Collaborator shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other Party’s Collaborator's possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s Collaborator's written request therefor, unless the Company Affymax elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Company Affymax upon written request therefor by NestléCollaborator.

Rights in Bankruptcy. All The Parties agree and acknowledge that the rights and licenses granted under or pursuant to by this Agreement by the Company are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US Bankruptcy Code, are licenses of rights to “intellectual property” as such term is defined under Section 101 of the US Title 11 of the United States Code, 11 U. S. C. §§ 101-1330, as now in effect or hereafter amended (the “Bankruptcy Code”). The Parties further acknowledge and agree that the Company, as licensee of certain rights under this Agreement, will Verenium shall retain and may fully exercise and enjoy all of its rights and elections available to it under the US Bankruptcy Code including those rights under Section 365(n) of the Bankruptcy Code, as well as all other applicable laws and regulations. The Parties further agree that, that in the event of the commencement of a bankruptcy proceeding under the Bankruptcy Code by or against the Company a licensor of rights to intellectual property under the US Bankruptcy Codethis Agreement, Nestlé will Verenium shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s its possession, will shall be promptly delivered to it (a) Verenium upon Verenium’s written request upon any such commencement of a bankruptcy proceeding upon Nestlé’s written request thereforproceeding, unless the Company such licensor elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under clause (a)i) above, following the upon rejection of this Agreement by the Company upon written request therefor by Nestléor on behalf of such licensor.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Molecular Partners are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, and foreign equivalents thereof (the “Bankruptcy Code”), licenses of rights right to “intellectual property” as defined under Section 101 61 of the US U.S. Bankruptcy Code. The Parties agree that the CompanyAllergan, as licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Molecular Partners under the US Bankruptcy Code, Nestlé will Allergan shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other Partythe Allergan’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon NestléAllergan’s written request therefor, unless the Company Molecular Partners elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under clause (aSection 15.9(a), following the rejection of this Agreement by the Company or on behalf of Molecular Partners upon written request therefor by NestléAllergan.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Isis to OncoGenex are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US United States Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the US United States Bankruptcy Code. The Parties agree that the CompanyOncoGenex, as a licensee of certain such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Isis under the US United States Bankruptcy Code, Nestlé OncoGenex will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other Party’s OncoGenex’ possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s OncoGenex’ written request therefor, unless the Company Isis elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by the Company or on behalf of Isis upon written request therefor by NestléOncoGenex.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Licensor are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties parties agree that the Company, as licensee of certain such rights under this Agreement, will retain and may fully exercise exercise, all of its rights and elections under the US U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Licensor under the US U.S. Bankruptcy Code, Nestlé Company will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s its possession, will be promptly delivered to it them (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company Licensor elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under clause (a)i) above, following the rejection of this Agreement by the Company or on behalf of Licensor upon written request therefor by NestléCompany.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the CompanyOrgenesis, as a licensee of certain rights MTH Global IP licensed under this AgreementSection 4.2.11 (the “Process-Related IP”), will shall retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company MTH Global under the US U.S. Bankruptcy Code, Nestlé will Orgenesis shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé Process-Related IP and all embodiments of such Intellectual Propertythereof, whichand same, if not already in such other Party’s its possession, will shall be promptly delivered to it Orgenesis (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s Orgenesis written request therefor, unless the Company elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the upon rejection of this Agreement by the Company or on behalf of MTH Global upon written request therefor by NestléOrgenesis.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to (a) The Parties agree that this Agreement by the Company are, and will otherwise be deemed to be, for purposes of constitutes an executory contract under Section 365(n) 365 of the US Bankruptcy Code, licenses Code for the license of rights to “intellectual property” as defined under Section 101 of the US Bankruptcy CodeCode and constitutes a license of “intellectual property” for purposes of any similar laws in any other country in the Territory. The Parties further agree that the CompanyNovartis, as licensee of certain such rights under this Agreement, will retain and may fully exercise all of its protections, rights and elections under the US Bankruptcy Code, including Section 365(n) of the Code, and any similar laws in any other country in the Territory. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Licensor under the US Bankruptcy CodeCode and any similar laws in any other country in the Territory, Nestlé Novartis will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand the same, if not already in such other Party’s its possession, will be promptly delivered to it (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company Licensor elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under clause (a)i) above, following the rejection of this Agreement by the Company or on behalf of Licensor upon written request therefor by NestléNovartis.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Affymax are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “"intellectual property” " as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the CompanyTakeda, as licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Affymax under the US U.S. Bankruptcy Code, Nestlé will Takeda shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other Party’s Takeda's possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s Takeda's written request therefor, unless the Company Affymax elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Company Affymax upon written request therefor by NestléTakeda.

Rights in Bankruptcy. (a) All licenses and Development, Manufacturing, and Commercialization rights and licenses granted under or pursuant to this Agreement by the Company are, and will otherwise be deemed to be, for purposes of Section § 365(n) of the US United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq. (the “Code”) and any similar Applicable Law in any other country in the Territory, licenses of rights to “intellectual property” as defined under Section 101 of the US Bankruptcy Code. The Parties agree that the CompanyAcutus, as licensee of certain rights such intellectual property under this Agreement, will retain and may fully exercise all of its protections, rights and elections under the US Bankruptcy CodeCode and any similar laws in any other country in the Territory. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company BIO Parties under the US Bankruptcy CodeCode and any similar Applicable Law in any other country in the Territory, Nestlé Acutus will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand the same, if not already in such other Party’s its possession, will be promptly delivered to it (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company elects BIO Parties elect to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under clause (a)i) above, upon written request therefor by Acutus following the rejection of this Agreement by the Company upon written request therefor by Nestléor on behalf of BIO Parties.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Versartis are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the CompanyTeijin, as licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Versartis under the US U.S. Bankruptcy Code, Nestlé will Teijin shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other PartyTeijin’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon NestléTeijin’s written request therefor, unless the Company Versartis elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Company Versartis upon written request therefor by NestléTeijin.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by and/or the Company Manufacturing Agreement are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “"intellectual property” " as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties parties agree that the Companyeither party, as licensee of certain such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company TGC under the US U.S. Bankruptcy Code, Nestlé Celladon will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s its possession, will be promptly delivered to it (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company TGC elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under clause (a)i) above, following the rejection of this Agreement by the Company or on behalf of TGC upon written request therefor by Nestlé.Celladon. *CONFIDENTIAL TREATMENT REQUESTED. 29

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company CombinatoRx are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “"intellectual property” " as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties parties agree that the CompanySponsor, as licensee of certain such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding proceeding-by or against the Company CombinatoRx under the US U.S. Bankruptcy Code, Nestlé the Sponsor will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s the Sponsor's possession, will be promptly delivered to it the Sponsor (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company CombinatoRx elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by the Company or on behalf of CombinatoRx upon written request therefor by Nestléthe Sponsor.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Affymax are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the CompanyTakeda, as licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Affymax under the US U.S. Bankruptcy Code, Nestlé will Takeda shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other PartyTakeda’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon NestléTakeda’s written request therefor, unless the Company Affymax elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Company Affymax upon written request therefor by NestléTakeda.

Rights in Bankruptcy. All rights and licenses granted to either party under or pursuant to this Agreement by the Company are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights light to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties parties agree that the CompanyCelladon, as licensee of certain such rights under this Agreement, ; will retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company AmpliPhi under the US U.S. Bankruptcy Code, Nestlé Celladon will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s its possession, will be promptly delivered to it (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company AmpliPhi elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under clause (a)i) above, following the rejection of this Agreement by the Company or on behalf of AmpliPhi upon written request therefor by NestléCelladon.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company BMS or Arris are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “"intellectual property” " as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the CompanyParties, as licensee licensees of certain such rights under this Agreement, will shall retain and may fully exercise all of its their rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company either Party under the US U.S. Bankruptcy Code, Nestlé will the Party hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s their possession, will shall be promptly delivered to it them (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s their written request therefor, unless the Company Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (bii) if not delivered under clause (a)i) above, following the rejection of this Agreement by or on behalf of the Company Party subject to such proceeding upon written request therefor by Nestléan non-subject Party.

Rights in Bankruptcy. All rights and licenses granted to either party under or pursuant to this Agreement by the Company are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties parties agree that the CompanyCelladon, as licensee of certain such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company AmpliPhi under the US U.S. Bankruptcy Code, Nestlé Celladon will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s its possession, will be promptly delivered to it (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company AmpliPhi elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under clause (a)i) above, following the rejection of this Agreement by the Company or on behalf of AmpliPhi upon written request therefor by NestléCelladon.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Affymax are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the CompanyCollaborator, as licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Affymax under the US U.S. Bankruptcy Code, Nestlé will Collaborator shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other PartyCollaborator’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon NestléCollaborator’s written request therefor, unless the Company Affymax elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Company Affymax upon written request therefor by NestléCollaborator.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Cohesion are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “"intellectual property” " as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties parties agree that the CompanyZYCOS, as licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Cohesion under the US U.S. Bankruptcy Code, Nestlé will ZYCOS shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other Party’s ZYCOS's possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s ZYCOS's written request therefor, unless the Company Cohesion elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by the Company or on behalf of Cohesion upon written request therefor by NestléZYCOS.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Allergan, Ligand and ALRT are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US Bankruptcy Code, licenses of rights to “"intellectual property” " as defined under Section 101 of the US Bankruptcy Code. The Parties agree that the CompanyAllergan, Ligand and ALRT, as licensee licensees of certain such rights under this Agreement, will shall retain and may fully exercise all of its their rights and elections under the US Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Allergan, Ligand or ALRT under the US Bankruptcy Code, Nestlé will the Party hereto which is not a Party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s their possession, will shall be promptly delivered to it them (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s their written request therefortherefore, unless the Company Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under clause (a)) above, following the upon rejection of this Agreement by or on behalf of the Company Party subject to such proceeding upon written request therefor by Nestléany non-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Guilford and Holdings are, and will shall otherwise be deemed to be, for purposes of Section 365(n365 (n) of the US U.S. Bankruptcy Code, licenses of rights to “"intellectual property” " as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the Company, Parties as licensee licensees of certain such rights under this Agreement, will shall retain and may fully exercise all of its their rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company either Guilford or Holdings under the US U.S. Bankruptcy Code, Nestlé will Amgen shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s the their possession, will shall be promptly delivered to it them (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company Party subject to such proceeding elects to continue to perform all of its their obligations under this Agreement or (bii) if not delivered under clause (a)i) above, following upon the rejection of this Agreement by or on behalf of the Company Party subject to such proceeding upon written request therefor by NestléAmgen.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company RPR or Axys are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “"intellectual property” " as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the CompanyParties, as licensee licensees of certain such rights under this Agreement, will shall retain and may fully exercise all of its their rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company either Party under the US U.S. Bankruptcy Code, Nestlé will the Party hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s their possession, will shall be promptly delivered to it them (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s their written request therefor, unless the Company Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (bii) if not delivered under clause (a)i) above, following the rejection of this Agreement by or on behalf of the Company Party subject to such proceeding upon written request therefor by Nestléthe non-subject Party.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by the Company are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US Bankruptcy Code (the “Code”), licenses of rights to “intellectual property” as defined under Section 101 of the US Bankruptcy Code. The Parties agree that the CompanyPHARMA, as licensee of certain such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Genelabs under the US Bankruptcy Code, Nestlé PHARMA will be entitled to a 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 Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand the same, if not already in such other Party’s its possession, will be promptly delivered to it (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company Genelabs elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under clause (a)i) above, following the rejection of this Agreement by the Company or on behalf of Genelabs upon written request therefor by NestléPHARMA.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Ambit are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code (i.e., Title 11 of the U.S. Code) or analogous provisions of applicable law outside the United States, licenses of rights to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy CodeCode or analogous provisions of applicable law outside the United States. The Parties agree that the CompanyBMS, as licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. 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 of the commencement of a bankruptcy proceeding by or against the Company Ambit under the US U.S. Bankruptcy CodeCode or analogous provisions of applicable law outside the United States, Nestlé will BMS shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé Ambit Technology and all embodiments of such Intellectual PropertyAmbit Technology, which, if not already in such other PartyBMS’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon NestléBMS’s written request therefor, unless the Company elects . Any agreements supplemental hereto shall be deemed to continue to perform all of its obligations under be “agreements supplementary to” this Agreement or (bfor purposes of Section 365(n) if not delivered under clause (a), following of the rejection of this Agreement by the Company upon written request therefor by NestléU.S. Bankruptcy Code.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Virovek are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties parties agree that the CompanyCelladon, as licensee of certain such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Virovek under the US U.S. Bankruptcy Code, Nestlé Celladon will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand the same, if not already in such other Party’s its possession, will be promptly delivered to it them (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company Virovek elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under clause (a)i) above, following the rejection of this Agreement by the Company or on behalf of Virovek upon written request therefor by NestléCelladon.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by the Company are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US Bankruptcy Code (the “Code”) and any similar laws in any other country in the Territory, licenses of rights to “intellectual property” as defined under Section 101 of the US Bankruptcy Code. The Parties agree that the CompanyNovartis, as licensee of certain such rights under this Agreement, will retain and may fully exercise all of its protections, rights and elections under the US Bankruptcy CodeCode and any similar laws in any other country in the Territory. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company any Conatus under the US Bankruptcy CodeCode and any similar laws in any other country in the Territory, Nestlé Novartis will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand the same, if not already in such other Party’s its possession, will be promptly delivered to it (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company Conatus elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under clause (a)i) above, upon written request therefor by Novartis following the rejection of this Agreement by the Company upon written request therefor by Nestléor on behalf of Conatus.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Rhizen are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the CompanyTGTX, as licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy CodeCode and any foreign equivalent thereto in any country having jurisdiction over a Party or its assets. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company under the US Bankruptcy CodeRhizen, Nestlé will TGTX shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other PartyTGTX’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon NestléTGTX’s written request therefor, unless the Company Rhizen elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Company or on behalf of Rhizen upon written request therefor by Nestlé.TGTX.-

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Cell Genesys are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the CompanyTakeda, as the licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Cell Genesys under the US U.S. Bankruptcy Code, Nestlé will Takeda shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other PartyTakeda’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon NestléTakeda’s written request therefor, unless the Company Cell Genesys elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Company Cell Genesys upon written request therefor by NestléTakeda.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company CombinatoRx are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “"intellectual property” " as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties parties agree that the CompanyFoundation, as licensee of certain such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding proceeding-by or against the Company CombinatoRx under the US U.S. Bankruptcy Code, Nestlé the Foundation will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s the Foundation's possession, will be promptly delivered to it the Foundation (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company CombinatoRx elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by the Company or on behalf of CombinatoRx upon written request therefor by Nestléthe Foundation.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Isis to OncoGenex are, and will otherwise be deemed to be, for purposes of Section 365(n) of the US United States Bankruptcy Code, licenses of rights to “"intellectual property” " as defined under Section 101 of the US United States Bankruptcy Code. The Parties agree that the CompanyOncoGenex, as a licensee of certain such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the US United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Isis under the US United States Bankruptcy Code, Nestlé OncoGenex will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other Party’s OncoGenex' possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s OncoGenex' written request therefor, unless the Company Isis elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by the Company or on behalf of Isis upon written request therefor by NestléOncoGenex.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Licensor are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties parties agree that the CompanyParinGenix, as licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Glycomed under the US U.S. Bankruptcy Code, Nestlé will ParinGenix shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s its possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s their written request therefortherefore, unless the Company Glycomed elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following the rejection of this Agreement by the Company or on behalf of Glycomed upon written request therefor therefore by NestléParinGenix.

Rights in Bankruptcy. All rights and licenses granted under or pursuant -------------------- to this Agreement by the Company Parties are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights to “"intellectual property” " as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the Companythat, as licensee licensees of certain such rights under this Agreement, will each shall retain and may fully exercise all of its their rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company AHP or Immunex under the US U.S. Bankruptcy Code, Nestlé will the Party which is not the bankrupt or insolvent entity shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand the same, if not already in such other Party’s its possession, will shall be promptly delivered to it (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (bii) if not delivered under clause (a)i) above, following upon the rejection of this Agreement by or on behalf of the Company Party subject to such proceeding upon written request therefor by Nestléany non-insolvent Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company IDT are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the Company, as licensee of certain rights under this Agreement, will Graphite shall retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company IDT under the US U.S. Bankruptcy Code, Nestlé will Graphite shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property intellectual property licensed to Nestlé Graphite and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other PartyGraphite’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon NestléGraphite’s written request therefor, unless the Company IDT elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Company IDT upon written request therefor by NestléGraphite.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Agreement, are, and will shall otherwise be deemed to be, for purposes of Section 365(n365 (n) of the US U.S. Bankruptcy Code, licenses of rights to “"intellectual property” " as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the Company, Parties as licensee licensees of certain such rights under this Agreement, will shall retain and may fully exercise all of its their rights and elections under the US U.S. Bankruptcy CodeCode or other applicable laws. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Taisho under the US U.S. Bankruptcy CodeCode or other applicable laws, Nestlé will Neurocrine shall to the extent legally possible be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s its possession, will shall be promptly delivered to it (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefor, unless the Company Taisho elects to continue to perform all of its obligations under this Agreement or (bii) if not delivered under clause (a)i) above, following upon the rejection of this Agreement by the Company or on behalf of Taisho upon written request therefor by NestléNeurocrine.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company AMAG are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the CompanyTakeda, as the licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company AMAG under the US U.S. Bankruptcy Code, Nestlé will Takeda shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other PartyTakeda’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon NestléTakeda’s written request therefor, unless the Company AMAG elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Company AMAG upon written request therefor by NestléTakeda.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company and all rights to data, regulatory filings and information, are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the CompanyXxxxx, as a licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code, subject to the terms of this Agreement. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company MonoSol under the US U.S. Bankruptcy Code, Nestlé will Xxxxx shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, whichand same, if not already in such other Party’s Xxxxx’x possession, will shall be promptly delivered to it Xxxxx’x upon Xxxxx’x written request (ai) upon any such commencement of a bankruptcy proceeding upon Nestlé’s written request thereforproceeding, unless the Company MonoSol elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under clause (a)i) above, following the rejection of this Agreement by the Company upon written request therefor by Nestlé.or on behalf of MonoSol. CONFIDENTIAL TREATMENT REQUESTED Pursuant to 17 C.F.R. §§200.80(b) and 230.406

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company NOVIMMUNE are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined under Section 101 of the US U.S. Bankruptcy Code. The Parties agree that the CompanyTGTX, as licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy CodeCode and any foreign equivalent thereto in any country having jurisdiction over a Party or its assets. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company under the US Bankruptcy CodeNOVIMMUNE, Nestlé will TGTX shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other PartyTGTX’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon NestléTGTX’s written request therefor, unless the Company NOVIMMUNE elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Company or on behalf of NOVIMMUNE upon written request therefor by NestléTGTX.

Rights in Bankruptcy. All rights and licenses the license granted under or pursuant to this Agreement by the Company Exelixis are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US United States Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the US United States Bankruptcy Code. The Parties agree that the CompanyHelsinn, as licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Exelixis under the US United States Bankruptcy Code, Nestlé will Helsinn shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other PartyHelsinn’s possession, will shall be promptly delivered to it it: (a) upon any such commencement of a bankruptcy proceeding upon NestléHelsinn’s written request therefor, unless the Company elects to continue Exelixis continues to perform all of its obligations under this Agreement Agreement; or (b) if not delivered under clause (a)Section 9.6(a) above, following the rejection of this Agreement by the Company upon written request therefor by Nestléor on behalf of Exelixis.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Xxxxxxx are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 101(34A) of the US U.S. Bankruptcy Code. The Parties agree that the CompanyMetabolex, as a licensee of certain such rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Xxxxxxx under the US U.S. Bankruptcy Code, Nestlé will Metabolex shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property licensed to Nestlé such intellectual property and all embodiments of such Intellectual Propertyintellectual property (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals), whichand same, if not already in such other Party’s its possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Nestlé’s its written request therefortherefore, unless the Company elects to continue Xxxxxxx continues to perform all of its obligations under this Agreement Agreement, or (b) if not delivered or granted under clause (a)) above, following the rejection of this Agreement by the Company or on behalf of Xxxxxxx upon written request therefor therefore by NestléMetabolex.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by the Company Notch to Allogene, are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the US Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 Article 101(35A) of the US Bankruptcy Code. The Parties agree that the CompanyAllogene, as a licensee of certain rights such Intellectual Property Rights under this Agreement, will shall retain and may fully exercise all of its rights and elections under the US Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the Company Notch under the US Bankruptcy CodeCode or analogous provisions of applicable Laws outside the United States, Nestlé Allogene will be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property intellectual property licensed to Nestlé Allogene and all embodiments of such Intellectual Propertyintellectual property, which, if not already in such other PartyAllogene’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon NestléAllogene’s written request therefor, unless the Company Notch elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by in the Company bankruptcy proceeding, upon written request therefor by NestléAllogene. The Parties further agree that, upon the occurrence of a bankruptcy event, each Party shall have the right to retain and enforce their rights under this Agreement.