Common use of Rights in Bankruptcy Clause in Contracts

Rights in Bankruptcy. (a) All rights and licenses granted to Licensee or any of its Affiliates under or pursuant to this Agreement are intended to be, and will be deemed to be, for purposes of Title 11 of the United States Code, as amended from time to time (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code. The Parties agree that Licensee, any of its Affiliates or its or its Affiliates’ sublicensees will retain and may fully exercise all of their respective rights and elections as licensees of intellectual property in the event any case is commenced with respect to Licensor or any of its Affiliates under the Bankruptcy Code (whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code). The Parties further agree and acknowledge that enforcement by Licensee, any of its Affiliates or its or its Affiliates’ sublicensees of any of their respective rights under Section 365(n) of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right to object on such basis. If Licensor, the Additional Parties or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after the Agreement Date or otherwise become the subject of a case under the Bankruptcy Code commenced after the Agreement Date, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) and (ii) in addition to and not in lieu of any other right or remedy Licensee or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this Agreement or Section 365(n) of the Bankruptcy Code, the Non-Filing Party shall have the right to obtain, and the Filing Party or any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party under or pursuant to this Agreement, including such embodiments necessary for the Non-Filing Party to exercise its rights hereunder. In addition, the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise and enforce its rights hereunder, including filings in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under the Uniform Commercial Code.

Rights in Bankruptcy. (a) All rights and licenses granted to Licensee or any of its Affiliates under or pursuant to this Agreement are intended to beare, and will otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States CodeCode and other similar laws in any other jurisdiction outside of the Licensee Territory (collectively, as amended from time to time (the “Bankruptcy CodeLaws”), licenses of rights to “intellectual property” as defined under Section 101 of the Bankruptcy CodeLaws. The Parties agree that Licensee, any of its Affiliates or its or its Affiliates’ sublicensees will retain and may fully exercise all of their respective rights and elections as licensees of intellectual property in the event any If a case is commenced with respect to Licensor during the Term by or any of its Affiliates against a Party under the Bankruptcy Code Laws then, unless and until this Agreement is rejected as provided pursuant to such Bankruptcy Laws, such Party (whether in any capacity, including debtor-in-possession) and its successors and assigns (including a plenary case or an ancillary case under Chapter 15 Title 11 trustee) will perform all of the Bankruptcy Code)obligations in this Agreement intended to be performed by such Party. The Parties further agree and acknowledge that enforcement If a case is commenced during the Term by Licensee, any of its Affiliates or its or its Affiliates’ sublicensees of any of their respective rights against a Party under Section 365(n) of the Bankruptcy Code in connection with Laws and this Agreement shall not violate the automatic stay of Section 362 of is rejected as provided for under the Bankruptcy Code Laws, and waive any right the non-bankrupt Party elects to object on retain its rights hereunder as provided for under the Bankruptcy Laws, then the Party subject to such basis. If Licensor, the Additional Parties or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after Laws (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee), will provide to the Agreement Date or otherwise become non-bankrupt Party copies of all Patent Rights and Information necessary for the subject of a case non-bankrupt Party to Prosecute, maintain and enjoy its rights under the Bankruptcy Code commenced after the Agreement Dateterms of this Agreement. All rights, voluntarily or involuntarily powers, and whether a plenary case or an ancillary case under Chapter 15 remedies of the Bankruptcy Code (such entity, a “Filing Party”), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights non-bankrupt Party as provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights herein are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) and (ii) in addition to and not in lieu 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 any other right the commencement of a case by or remedy Licensee or any against a Party under the Bankruptcy Laws. In particular, it is the intention and understanding of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have Parties to this Agreement that the rights granted to the Parties under this Agreement or Section 365(n13.8 (Termination for Insolvency) of are essential to the Bankruptcy Code, the Non-Filing Party shall have the right to obtain, Parties’ respective businesses and the Filing Party or any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party under or pursuant to this Agreement, including such embodiments necessary for the Non-Filing Party to exercise its rights hereunder. In addition, the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise and enforce its rights hereunder, including filings in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under the Uniform Commercial CodeParties acknowledge that damages are not an adequate remedy.

Rights in Bankruptcy. (a) All licenses and rights and to licenses granted to Licensee or any of its Affiliates under or pursuant to this Agreement are intended by the Bankrupt Party to bethe Non-Bankrupt Party are, and will otherwise be deemed to be, for purposes of Title 11 Section 365(n) of the United States Code, as amended from time to time Bankruptcy Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 101(35A) of the Bankruptcy Code. The Parties agree that Licenseethe Non-Bankrupt Party, any as a licensee of its Affiliates or its or its Affiliates’ sublicensees such rights under this Agreement, will retain and may fully exercise all of their respective its rights and elections as licensees of intellectual property in the event any case is commenced with respect to Licensor or any of its Affiliates under the Bankruptcy Code (whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code). The Parties further agree and acknowledge that enforcement by Licensee, any of its Affiliates or its or its Affiliates’ sublicensees of any of their respective rights under Section 365(n) of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right to object on such basis. If Licensor, the Additional Parties or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after the Agreement Date or otherwise become the subject upon commencement of a case bankruptcy proceeding by or against the Bankrupt Party under the Bankruptcy Code commenced after the Agreement Date, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) and (ii) in addition to and not in lieu of any other right or remedy Licensee or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this Agreement or Section 365(n) of the Bankruptcy Code, the Non-Filing Bankrupt Party shall have the right will be entitled to obtaina complete duplicate of, and the Filing Party or any trustee for the Filing Party or its assets shall, at complete access to (as the Non-Filing Party’s written request to the Filing PartyBankrupt Party deems appropriate), deliver a copy of all such intellectual property and all embodiments held by the Filing Party of any Intellectual Property rights licensed such intellectual property. Such intellectual property and all embodiments of such intellectual property will be promptly delivered to the Non-Filing Bankrupt Party (a) upon any such commencement of a bankruptcy proceeding and upon written request by the Non-Bankrupt Party, unless the Bankrupt Party elects to continue to perform all of its obligations under or pursuant to this Agreement, or (b) if not delivered under (a) above, upon the rejection of this Agreement by or on behalf of the Bankrupt Party and upon written request by the Non-Bankrupt Party. The Bankrupt Party (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) agrees not to interfere with the exercise by the Non-Bankrupt Party or its Affiliates of its rights and licenses to such intellectual property and such embodiments of intellectual property in accordance with this Agreement, and agrees to assist the Non-Bankrupt Party and its Affiliates in obtaining such intellectual property and such embodiments of intellectual property in the possession or control of Third Parties as reasonably necessary or desirable for the Non-Filing Bankrupt Party to exercise its such rights hereunderand licenses in accordance with this Agreement. In addition, the Filing Party shall take all steps reasonably requested by The foregoing provisions are without prejudice to any rights the Non-Filing Bankrupt Party to perfect, exercise and enforce its rights hereunder, including filings in may have arising under the USPTO, U.S. Copyright Office Bankruptcy Code or other similar Governmental Entity, and under the Uniform Commercial CodeApplicable Law.

Rights in Bankruptcy. (a) 16.6.1 All rights and licenses now or hereafter granted by either Party to Licensee or any of its Affiliates the other Party under or pursuant to this Agreement are intended to be, and will be deemed to beare, for all purposes of Title 11 Section 365(n) of the United States Code, as amended from time to time (the “U.S. Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 of in the U.S. Bankruptcy Code. The Parties agree Upon the filing or institution of bankruptcy, 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 by either Party, such Party agrees that Licenseethe other Party, any as licensee of its Affiliates or its or its Affiliates’ sublicensees such rights under this Agreement, will retain and may fully exercise all of their respective its rights and elections under the U.S. Bankruptcy Code. Each Party will, during the Term, create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all Intellectual Property Rights licensed by such Party under this Agreement. Each Party acknowledges and agrees that “embodiments” of Intellectual Property Rights within the meaning of Section 365(n) include laboratory notebooks, cell lines, product samples and inventory, research studies and data, all Regulatory Approvals (and all applications for Regulatory Approval) and rights of reference therein, the Licensed Know-How, Licensed Patents, and all information related to the Licensed Know-How or Licensed Patents. If (A) a case under the U.S. Bankruptcy Code is commenced by or against either Party, (B) this Agreement is rejected as licensees of intellectual property provided in the event any case is commenced with respect to Licensor or any of its Affiliates under the U.S. Bankruptcy Code and (whether a plenary case or an ancillary case under Chapter 15 of C) the Bankruptcy Code). The Parties further agree and acknowledge that enforcement by Licensee, any of other Party elects to retain its Affiliates or its or its Affiliates’ sublicensees of any of their respective rights under hereunder as provided in Section 365(n) of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right to object on such basis. If Licensor, the Additional Parties or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after the Agreement Date or otherwise become the subject of a case under the Bankruptcy Code commenced after the Agreement Date, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) and (ii) in addition to and not in lieu of any other right or remedy Licensee or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this Agreement or Section 365(n) of the U.S. Bankruptcy Code, the Non-Filing Party shall have the right subject to obtain, and the Filing Party or such case (in any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party under or pursuant to this Agreementcapacity, including such embodiments necessary for the Nondebtor-Filing Party to exercise in-possession) and its rights hereunder. In addition, the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise successors and enforce its rights hereunder, assigns (including filings in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under the Uniform Commercial Code.a trustee) will:

Rights in Bankruptcy. (a) All rights and licenses now or hereafter granted by Lyra to Licensee or any of its Affiliates Lian under or pursuant to this Agreement are intended to beAgreement, and will be deemed to beincluding, for the avoidance of doubt, the licenses granted to Lian pursuant to Section 2.1 (License Grants; Right of Reference) are, for all purposes of Title 11 Section 365(n) of the United States Code, as amended from time to time (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 of in the Bankruptcy Code. The Parties agree Upon any filing or institution of bankruptcy, 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 by Lyra, Lyra agrees that LicenseeLian, any as licensee of its Affiliates or its or its Affiliates’ sublicensees such rights under this Agreement, will retain and may fully exercise all of their respective its rights and elections as licensees under the Bankruptcy Code, to the extent applicable. Without limiting the generality of intellectual property the foregoing, Lyra and Lian intend and agree that any sale of Lyra’s assets that are necessary for the rights and licenses granted by Lyra to Lian under or pursuant to this Agreement (including, for the avoidance of doubt, the licenses granted to Lian pursuant to Section 2.1 (License Grants; Right of Reference)) under Section 363 of the Bankruptcy Code shall be subject to Lian’s rights under Section 365(n), that Lian cannot be compelled to accept a money satisfaction of its interests in the event Intellectual Property licensed pursuant to this Agreement, and that any such sale therefore may not be made to a purchaser “free and clear” of Lian’s rights under this Agreement and Section 365(n) without the express, contemporaneous consent of Lian. Lyra will, during the Term, create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all Intellectual Property licensed by Lyra under this Agreement. Lyra acknowledges and agrees that “embodiments” of Intellectual Property within the meaning of Section 365(n) include laboratory notebooks, product samples and inventory, research studies and data, all Regulatory Approvals (and all applications for Regulatory Approval) and rights of reference therein, the Licensed Know-How, Licensed Patent Rights, and all information related to the Licensed Know-How or Licensed Patent Rights. If (i) a case under the Bankruptcy Code is commenced by or against Lyra, (ii) this Agreement is rejected in such case as provided in the Bankruptcy Code and (iii) Lian elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, Lyra (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) will: (A) provide Lian with respect all such Intellectual Property (including all embodiments thereof) held by Lyra and such successors and assigns, or otherwise available to Licensor them, immediately upon Lian’s written request. Whenever Lyra or any of its Affiliates successors or assigns provides to Lian any of the Intellectual Property licensed hereunder (or any embodiment thereof) pursuant to this Section 2.6(a) (Rights in Bankruptcy), Lian will have the right to perform Lyra’s obligations hereunder with respect to such Intellectual Property, but neither such provision nor such performance by Lian will release Lyra from liability resulting from rejection of the license or the failure to perform such obligations, except to the extent such release is provided under the Bankruptcy Code (whether a plenary case Section 365(n) or an ancillary case under Chapter 15 by operation of another provision of the Bankruptcy Code; and (B) not interfere with Lian’s rights under this 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 the Bankruptcy Code. The Parties further agree and acknowledge that enforcement by Licensee, any Following Lian’s exercise of its Affiliates or its or its Affiliates’ sublicensees of any of their respective rights election under Section 365(n) of the Bankruptcy Code in connection to retain its rights under this Agreement, Lian shall comply with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right perform its obligations pursuant to object on such basis. If Licensor, the Additional Parties or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after the Agreement Date or otherwise become the subject of a case under the Bankruptcy Code commenced after the Agreement Date, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy CodeSections 365(n)(2)(B) and (ii) in addition to and not in lieu of any other right or remedy Licensee or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this Agreement or Section 365(n2)(C) of the Bankruptcy Code, the Non-Filing Party shall have the right to obtain, and the Filing Party or any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party under or pursuant to this Agreement, including such embodiments necessary for the Non-Filing Party to exercise its rights hereunder. In addition, the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise and enforce its rights hereunder, including filings in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under the Uniform Commercial Code.

Rights in Bankruptcy. (a) All rights and licenses granted to Licensee or any of its Affiliates under or pursuant to this Agreement are intended to beby Sublicensor are, and will shall otherwise be deemed to be, for purposes of Title 11 Section 365(n) of the United States Code, as amended from time to time (the “U.S. Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that LicenseeSublicensee, any as sublicensee of its Affiliates or its or its Affiliates’ sublicensees will such rights under this Agreement, shall retain and may fully exercise all of their respective its rights and elections as licensees of intellectual property in the event any case is commenced with respect to Licensor or any of its Affiliates under the Bankruptcy Code (whether a plenary case or an ancillary case under Chapter 15 of the U.S. Bankruptcy Code). The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Sublicensor under the U.S. Bankruptcy Code that is not dismissed within sixty (60) days of the first date of filing, Sublicensor hereby grants to Sublicensee, subject to Sublicensee’s obligations under Section 365(n), a right of access and acknowledge that enforcement by Licensee, any to obtain possession of and to benefit from each of the following embodiments to the extent related to Sublicensee’s exercise of its Affiliates license rights to the Compounds and Products in the Sublicense Territory in accordance with this Agreement: (i) copies of (or complete access to, as appropriate) Sublicensor Development Data necessary or reasonably useful for Sublicensee to manufacture, develop and/or commercialize the Compound and/or Product in the Field in the Sublicense Territory; and (ii) any other embodiments of such intellectual property in Sublicensor’s possession and control, which, if not already in Sublicensee’s possession, shall be promptly delivered to Sublicensee (a) upon Sublicensee’s reasonable written request therefor, unless Sublicensor 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 Sublicensor upon Sublicensee’s reasonable written request therefor. Recognizing that the embodiments described above may be useful or necessary to Sublicensor in connection with its Affiliates’ sublicensees continued operation of any its business, and that a Third Party may also have a right of their respective rights access to such embodiment under Section 365(n) of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right to object on such basis. If Licensoror applicable non-bankruptcy law, the Additional Parties where there is a fixed or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after the Agreement Date or otherwise become the subject of a case under the Bankruptcy Code commenced after the Agreement Date, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) and (ii) in addition to and not in lieu limited quantity of any other right or remedy Licensee or any tangible item of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this Agreement or Section 365(n) of the Bankruptcy Codesuch embodiment described above, the Non-Filing Party Sublicensee shall have the right be entitled to obtain, and the Filing Party or any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party under or pursuant to this Agreement, including such embodiments necessary for the Non-Filing Party to exercise its rights hereunder. In addition, the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise and enforce its rights hereunder, including filings in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under the Uniform Commercial Codepro rata portion thereof.

Rights in Bankruptcy. (a) All rights and licenses granted to Licensee or any of its Affiliates under or pursuant to this Agreement are intended to beby Sublicensor are, and will shall otherwise be deemed to be, for purposes of Title 11 Section 365(n) of the United States Code, as amended from time to time (the “U.S. Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that LicenseeSublicensee, any as sublicensee of its Affiliates or its or its Affiliates’ sublicensees will such rights under this Agreement, shall retain and may fully exercise all of their respective its rights and elections as licensees of intellectual property in the event any case is commenced with respect to Licensor or any of its Affiliates under the Bankruptcy Code (whether a plenary case or an ancillary case under Chapter 15 of the U.S. Bankruptcy Code). The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Sublicensor under the U.S. Bankruptcy Code that is not dismissed within sixty (60) days of the first date of filing, Sublicensor hereby grants to Sublicensee, subject to Sublicensee’s obligations under Section 365(n), a right of access and acknowledge that enforcement by Licensee, any to obtain possession of and to benefit from each of the following embodiments to the extent related to Sublicensee’s exercise of its Affiliates license rights to the Compounds and Products in the Sublicense Territory in accordance with this Agreement: (i) copies of (or complete access to, as appropriate) Sublicensor Development Data necessary or reasonably useful for Sublicensee to manufacture, develop and/or commercialize the Compound and/or Product in the Sublicense Territory; and (ii) any other embodiments of such intellectual property in Sublicensor’s possession and control, which, if not already in Sublicensee’s possession, shall be promptly delivered to Sublicensee (a) upon Sublicensee’s reasonable written request therefor, unless Sublicensor 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 Sublicensor upon Sublicensee’s reasonable written request therefor. Recognizing that the embodiments described above may be useful or necessary to Sublicensor in connection with its Affiliates’ sublicensees continued operation of any its business, and that a Third Party may also have a right of their respective rights access to such embodiment under Section 365(n) of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right to object on such basis. If Licensoror applicable non-bankruptcy law, the Additional Parties where there is a fixed or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after the Agreement Date or otherwise become the subject of a case under the Bankruptcy Code commenced after the Agreement Date, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) and (ii) in addition to and not in lieu limited quantity of any other right or remedy Licensee or any tangible item of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this Agreement or Section 365(n) of the Bankruptcy Codesuch embodiment described above, the Non-Filing Party Sublicensee shall have the right be entitled to obtain, and the Filing Party or any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party under or pursuant to this Agreement, including such embodiments necessary for the Non-Filing Party to exercise its rights hereunder. In addition, the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise and enforce its rights hereunder, including filings in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under the Uniform Commercial Codepro rata portion thereof.

Rights in Bankruptcy. (a) 15.10.1. All rights and licenses now or hereafter granted by one Party to Licensee or any of its Affiliates the other Party under or pursuant to this Agreement are intended to beAgreement, and will be deemed to beincluding, for the avoidance of doubt, the licenses granted to Ionis pursuant to Section 3.1 (License Grant to Ionis), are, for all purposes of Title 11 Section 365(n) of the United States Code, as amended from time to time (the “U.S. Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 of in the U.S. Bankruptcy Code. The Parties agree Upon the occurrence of any Insolvency Event with respect to a Party granting a license (the “Licensing Party”), the Licensing Party agrees that the other Party (the “Licensee”), any as licensee of its Affiliates or its or its Affiliates’ sublicensees such rights under this Agreement, will retain and may fully exercise all of their respective its rights and elections as licensees under the U.S. Bankruptcy Code. Without limiting the generality of the foregoing, the Parties intend and agree that any sale of a Licensing Party’s assets under Section 363 of the U.S. Bankruptcy Code will be subject to Ionis’ rights under Section 365(n), that the Licensee 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 the Licensee’s rights under this Agreement and Section 365(n) without the express, contemporaneous consent of the Licensee. The Licensing Party will, during the Term, create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all intellectual property licensed under this Agreement. Each Party acknowledges and agrees that “embodiments” of intellectual property within the meaning of Section 365(n) include laboratory notes and notebooks, cell lines, laboratory samples, product samples and inventory, research studies and data, all Regulatory Approvals (and all applications for Regulatory Approval) and rights of reference therein, marketing advertising and promotional materials, the Licensed Technology, and all information related to the Licensed Technology. If (a) a case under the U.S. Bankruptcy Code is commenced by or against a Licensing Party, (b) this Agreement is rejected as provided in the event any case is commenced with respect to Licensor or any of its Affiliates under the Bankruptcy Code (whether a plenary case or an ancillary case under Chapter 15 of the U.S. Bankruptcy Code). The Parties further agree , and acknowledge that enforcement by Licensee, any of (c) the Licensee elects to retain its Affiliates or its or its Affiliates’ sublicensees of any of their respective rights under hereunder as provided in Section 365(n) of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right to object on such basis. If Licensor, the Additional Parties or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after the Agreement Date or otherwise become the subject of a case under the Bankruptcy Code commenced after the Agreement Date, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) and (ii) in addition to and not in lieu of any other right or remedy Licensee or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this Agreement or Section 365(n) of the U.S. Bankruptcy Code, the Non-Filing Licensing Party shall have the right to obtain, and the Filing Party or (in any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party under or pursuant to this Agreementcapacity, including such embodiments necessary for the Nondebtor-Filing Party to exercise in-possession) and its rights hereunder. In addition, the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise successors and enforce its rights hereunder, assigns (including filings in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under the Uniform Commercial Code.a trustee) will:

Rights in Bankruptcy. (a) All rights and licenses now or hereafter granted to Licensee or any of its Affiliates under or pursuant to this Agreement Agreement, including Section 2.1 of this Agreement, are intended rights to be, and will be deemed to be, for purposes “intellectual property” (as defined in Section 101(35A) of Title 11 of the United States Code, as amended from time to time (such Title 11, the “Bankruptcy Code”)). Isis hereby grants to Genzyme and all Affiliates of Genzyme a right of access and to obtain possession of and to benefit from (a) copies of research data, licenses (b) laboratory samples, (c) samples of Product, (d) formulas, (e) laboratory notes and notebooks, (f) data and results related to clinical trials, (g) regulatory filings and approvals, (h) rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code. The Parties agree that Licenseereference in respect of regulatory filings and approvals, any of its Affiliates or its or its Affiliates’ sublicensees will retain (i) pre-clinical research data and may fully exercise results, (j) marketing, advertising and promotional materials, all of their respective rights and elections as licensees which constitute “embodiments” of intellectual property in the event any case is commenced with respect pursuant to Licensor or any of its Affiliates under the Bankruptcy Code (whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code). The Parties further agree and acknowledge that enforcement by Licensee, any of its Affiliates or its or its Affiliates’ sublicensees of any of their respective rights under Section 365(n) of the Bankruptcy Code and (k) all other embodiments of such intellectual property, in each case, solely in connection with Genzyme’s rights under this Agreement shall not violate the automatic stay of Section 362 Agreement, whether any of the Bankruptcy Code foregoing are in Isis’ possession or control or in the possession and waive any right control of Third Parties. Isis agrees not to object on such basis. If Licensor, the Additional Parties or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after the Agreement Date or otherwise become the subject of a case under the Bankruptcy Code commenced after the Agreement Date, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”), (i) Licensee, its Affiliates and its interfere with Genzyme’s and its Affiliates’ sublicensees shall have all exercise of rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree licenses to intellectual property licensed hereunder and acknowledge that such rights are necessary embodiments thereof in accordance with this Agreement and agrees to ensure that the interests of Licensee, use Commercially Reasonable Efforts to assist Genzyme and its Affiliates to obtain such intellectual property and its and its Affiliates’ sublicensees are “sufficiently protected” embodiments thereof in the case possession or control of an ancillary case under Chapter 15 of the Bankruptcy Code) and (ii) in addition to and not in lieu of any other right Third Parties as reasonably necessary or remedy Licensee desirable for Genzyme or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have to exercise such rights and licenses in accordance with this Agreement. The Parties hereto acknowledge and agree that all payments by Genzyme to Isis under this Agreement or Section 365(n) of the Bankruptcy Code, the Non-Filing Party shall have the right to obtain, and the Filing Party or any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party under or pursuant to this Agreement, including such embodiments necessary for other than the Non-Filing Party commercial milestones payable pursuant to exercise its rights Section 8.2.2 and the sharing of Net Profits pursuant to Section 8.5.2, do not constitute “royalties” within the meaning of Bankruptcy Code §365(n) or relate to licenses of intellectual property hereunder. In addition, [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise and enforce its rights hereunder, including filings in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under the Uniform Commercial CodeCommission.

Rights in Bankruptcy. 21.1 Amyris acknowledges and agrees that this Sublease is a lease of real property as contemplated by Bankruptcy Code Section 365(h). Upon the filing of a case by or against Amyris under the Bankruptcy Code, Amyris shall continue to perform all of its obligations under this Sublease, including without limitation, by providing TOTAL with use and access (including, without limitation, access codes and keys) of the (a) All OCT Facilities, and (b) Furniture and Equipment, subject to the rights of Lienholders, consistent with the provisions of this Sublease, and, in each case, without the need for any further request from TOTAL, or notice and licenses granted to Licensee or any of its Affiliates under or pursuant to hearing. To the extent Amyris rejects this Agreement are intended to be, and will be deemed to be, for purposes of Title 11 of the United States Code, as amended from time to time (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code. The Parties agree that Licensee, any of its Affiliates or its or its Affiliates’ sublicensees will retain and may fully exercise all of their respective rights and elections as licensees of intellectual property in the event any case is commenced with respect to Licensor or any of its Affiliates under the Bankruptcy Code and TOTAL elects to retain its rights, (whether a plenary case or an ancillary case x) TOTAL shall have the full rights provided to it under Chapter 15 of the Bankruptcy Code). The Parties further agree and acknowledge that enforcement by Licensee, any of its Affiliates or its or its Affiliates’ sublicensees of any of their respective rights under Section 365(n) of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right to object on such basis. If Licensor, the Additional Parties or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after the Agreement Date or otherwise become the subject of a case under the Bankruptcy Code commenced after the Agreement Date, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”365(h)(1)(A)(ii), (iy) Licenseethe value of any damage caused by such rejection shall include, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) and (ii) in addition to and not in lieu those caused by the non-performance hereunder, the value of any other right or remedy Licensee or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this Agreement or Section 365(n) damages resulting from Amyris’s rejection of the Bankruptcy CodeServices Agreement in such bankruptcy (including any loss to use of the Furniture and Equipment), should such agreement also be rejected, given the Non-Filing Party parties’ agreement that the services thereunder relate to Amyris’s obligations hereunder, and (z) TOTAL shall have full and complete use of and access to the OCT Facilities and the right to obtainuse the Furniture and Equipment that is then located in the OCT Facilities, without any requirement of Amyris, OCT Manager or OCT Personnel permission, cooperation or supervision (with TOTAL hereby acknowledging that some or all of the Furniture and Equipment listed on Exhibit C may not then be located in the Filing Party OCT Facilities, by reason of the foreclosure of liens that Amyris is permitted to grant on the Furniture and Equipment). TOTAL will indemnify, defend and hold harmless Amyris from any Losses arising from TOTAL’s use of the OCT Facilities, or any trustee for Furniture and Equipment during the Filing Party or its assets shallSublease Term, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party under or pursuant to this Agreement, including such embodiments necessary for subsection (z) above. The foregoing indemnity will survive the Non-Filing Party to exercise its rights hereunder. In addition, expiration or earlier termination of the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise and enforce its rights hereunder, including filings in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under the Uniform Commercial CodeSublease Term.

Rights in Bankruptcy. Seller agrees, on behalf of itself and its Affiliates, that Buyer will retain and may fully exercise all rights and licenses under the Agreement in all circumstances, including in any future bankruptcy or insolvency proceeding involving Seller or any of its Affiliates, whether as licensees of intellectual property in a case where Seller is a debtor under the United States Bankruptcy Code (the "U.S. Bankruptcy Code") or similar laws of other countries, applicable non-bankruptcy laws, or otherwise. Without limiting the foregoing, if there is a bankruptcy or insolvency proceeding under the U.S. Bankruptcy Code or similar laws of other countries where Seller is a debtor (including in any proceeding where a trustee is appointed), Seller acknowledges and agrees, on behalf of itself and its Affiliates, that: if a court of competent jurisdiction approves the rejection of the Agreement under Section 365 of the Bankruptcy Code or similar Applicable Laws of other countries, (a) All such rejection will not result in termination of any of Buyer's rights and licenses under the Agreement; (b) the rights and licenses granted to Licensee or any of its Affiliates Buyer under or pursuant to this the Agreement are intended to be, and will be deemed to be, treated as licenses of "intellectual property" for purposes of Title 11 of the United States Code, as amended from time to time (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 365(n) of the Bankruptcy Code. The Parties agree that LicenseeCode or similar Applicable Laws of other countries and, any of its Affiliates or its or its Affiliates’ sublicensees accordingly, Buyer will retain and may fully exercise all of their respective its rights and elections as licensees of intellectual property in the event any case is commenced with respect to Licensor or any of its Affiliates under the Bankruptcy Code or similar Laws of other countries with respect to the rights and licenses granted to Buyer under the Agreement; and (whether a plenary case c) without limiting the foregoing, in the event Buyer elects to retain its rights and licenses under the Agreement, upon written request of Buyer to Seller or an ancillary case under Chapter 15 of any trustee appointed in the Bankruptcy Code). The Parties further agree and acknowledge that enforcement by Licenseeproceeding, any of its Affiliates or its or its Affiliates’ sublicensees of any of their respective rights under pursuant to Section 365(n) of the U.S. Bankruptcy Code in connection or similar Applicable Laws of other countries, Seller or such bankruptcy trustee (i) shall provide Buyer with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right to object on such basis. If Licensor, the Additional Parties or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after the Agreement Date or otherwise become materials that are the subject of a case the rights and licenses granted to Buyer described in the Agreement (or any agreement supplementary to the Agreement), and any intellectual property otherwise required to be provided to Buyer under the Bankruptcy Code commenced after the Agreement Date, voluntarily that is held by Seller or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code such trustee (such entity, a “Filing Party”including any embodiment thereof), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) ; and (ii) shall not interfere with the rights of Buyer provided in addition the Agreement to the materials and not intellectual property that are the subject of the rights and licenses described in lieu of the Agreement, including any right to obtain such materials from any other right or remedy Licensee or entity. Neither Seller nor any of its Affiliates may (and Seller, on behalf of itself and its Affiliates, hereby irrevocably waives any right to) object to or their respective sublicensees (challenge any assertion of and reliance on the “Non-Filing Party”) may have under matters described in this Agreement or Section 365(n) of the Bankruptcy Code, the Non-Filing Party shall have the right to obtain, and the Filing Party or any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held 23.1 by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party under or pursuant to this Agreement, including such embodiments necessary for the Non-Filing Party to exercise its rights hereunder. In addition, the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise and enforce its rights hereunder, including filings in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under the Uniform Commercial CodeBuyer.

Rights in Bankruptcy. (a) All licenses and rights and to licenses granted to Licensee or any of its Affiliates under or pursuant to this Agreement are intended by Cellectis to beAstraZeneca are, and will otherwise be deemed to be, for purposes of Title 11 Section 365(n) of the United States Code, as amended from time to time Bankruptcy Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 101(35A) of the Bankruptcy Code and that all Development Milestone Payments, Sales Milestone Payments, and Royalties will be “royalties” under the Bankruptcy Code. The Parties agree that LicenseeAstraZeneca, any as a licensee of its Affiliates or its or its Affiliates’ sublicensees such rights under this Agreement, will retain and may fully exercise all of their respective its rights and elections under the Bankruptcy Code. The Parties further agree that, upon commencement of a bankruptcy proceeding by or against Cellectis under the Bankruptcy Code, AstraZeneca will be entitled to a complete duplicate of, or complete access to (as licensees AstraZeneca deems appropriate), all such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments of such intellectual property will be promptly delivered to AstraZeneca: (a) upon any such commencement of a bankruptcy proceeding and upon written request by the AstraZeneca, unless Cellectis elects to continue to perform all of its obligations under this Agreement; or (b) if not delivered under foregoing sub-clause (a), upon the rejection of this Agreement by or on behalf of Cellectis and upon written request by AstraZeneca. Cellectis (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) agrees not to interfere with the exercise by AstraZeneca or any its Affiliates of its rights and licenses to such intellectual property and such embodiments of intellectual property in accordance with this Agreement, and agrees to assist AstraZeneca and its Affiliates in obtaining such intellectual property and such embodiments of intellectual property in the event possession or control of Third Parties as reasonably necessary or desirable for AstraZeneca to exercise such rights and licenses in accordance with this Agreement. The foregoing provisions shall be without prejudice to any case is commenced with respect to Licensor or any of its Affiliates rights that AstraZeneca may have arising under the Bankruptcy Code (whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code). The Parties further agree and acknowledge that enforcement by Licensee, any of its Affiliates or its or its Affiliates’ sublicensees of any of their respective rights under Section 365(n) of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right to object on such basis. If Licensor, the Additional Parties or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after the Agreement Date or otherwise become the subject of a case under the Bankruptcy Code commenced after the Agreement Date, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) and (ii) in addition to and not in lieu of any other right or remedy Licensee or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this Agreement or Section 365(n) of the Bankruptcy Code, the Non-Filing Party shall have the right to obtain, and the Filing Party or any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party under or pursuant to this Agreement, including such embodiments necessary for the Non-Filing Party to exercise its rights hereunder. In addition, the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise and enforce its rights hereunder, including filings in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under the Uniform Commercial CodeApplicable Law.

Rights in Bankruptcy. (a) All licenses and other rights and licenses granted to Licensee or any of its Affiliates under or pursuant to this Agreement are intended to beby BIOTIUM are, and will shall otherwise be deemed to be, for purposes of Title 11 Section 365(n) of the United States Code, as amended from time to time (the “U.S. Bankruptcy Code”), licenses of rights right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that LicenseeLICENSEE, any as licensee of its Affiliates or its or its Affiliates’ sublicensees will certain rights under this Agreement, shall retain and may fully exercise all of their respective its rights and elections as licensees of intellectual property in the event any case is commenced with respect to Licensor or any of its Affiliates under the U.S. Bankruptcy Code Code. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (whether a plenary case or an ancillary case under Chapter 15 I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Each of the Bankruptcy Code). The undersigned represents and warrants that he is duly authorized to execute this Agreement and thereby bind his respective Party and that all required approvals have been obtained for the execution of this Agreement, which Agreement shall be binding on the Parties further agree and acknowledge that enforcement by Licensee, any of its Affiliates or its or its Affiliates’ sublicensees of any of their respective rights under Section 365(n) as of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right to object on such basisEffective Date. If LicensorFor purposes hereof, the Additional Parties or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after the Agreement Date or otherwise become the subject facsimile of a case under the Bankruptcy Code commenced after the Agreement Date, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) and (ii) in addition to and not in lieu of any other right or remedy Licensee or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this Agreement or Section 365(n) of the Bankruptcy Code, the Non-Filing Party signed copy shall have the right same force and effect as an original signed Agreement. BIOTIUM, INC. LICENSEE: CYTEK BIOSCIENCES, INC. By: /s/ Xx. Xxx Xxx By: /s/ XxxXxx Xxxxx, Ph.D. Name/Title: Xx. Xxx Xxx Name/Title: XxxXxx Xxxxx, Ph.D. President and CEO Chief Executive Officer Date: September 17, 2020 Date: September 16, 2020 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXHIBIT A: BIOTIUM PRODUCT AND DISCOUNT PRICE Biotium Products available to obtain, and the Filing Party or any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party be supplied under or pursuant to this Agreement, including such embodiments necessary for the Non-Filing Party to exercise its rights hereunder. In additionas set forth in Article 3 (scope of agreement), the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise and enforce its rights hereunder, including filings are identified in the USPTOfollowing Exhibit. Pursuant to Section 4.1 (Price), BIOTIUM agrees to offer Biotium Product at Price listed in this Exhibit. BIOTIUM PRODUCT EXHIBIT Part No. Product Name Unit Size Quantity Leadtime U.S. Copyright Office or other similar Governmental EntityList Price (2020) Discount Off List Price (%) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***][***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXHIBIT B: UPFRONT FEES AND ROYALTY In consideration of the rights granted under this Agreement, LICENSEE shall pay a one-time non-refundable, non-creditable license upfront fee relating to the license of Biotium Products for FIELD OF USE as specified below. LICENSEE shall have the option to license additional Biotium Product(s) at a later time upon signing of an addendum to this Agreement and under paying additional license fee. LICENSEE shall have the Uniform Commercial Code.option to license Biotium Product(s) for DIAGNOSTICS FIELD OF USE added at a later time upon signing of an addendum to this Agreement and paying additional license fee. Biotium Products Amount of fee Due date [***] [***] [***] [***] [***] [***] [***] [***] [***]

Rights in Bankruptcy. Rivian agrees, on behalf of itself and its Affiliates, that Amazon will retain and may fully exercise all rights and licenses under the Agreement in all circumstances, including in any future bankruptcy or insolvency proceeding involving Rivian or any of its Affiliates, whether as licensees of intellectual property in a case where Rivian is a debtor under the United States Bankruptcy Code (the “U.S. Bankruptcy Code”) or similar laws of other countries, applicable non-bankruptcy Laws, or otherwise. Without limiting the foregoing, if there is a bankruptcy or insolvency proceeding under the U.S. Bankruptcy Code or similar laws of other countries where Rivian is a debtor (including in any proceeding where a trustee is appointed), Rivian acknowledges and agrees, on behalf of itself and its Affiliates, that: if a court of competent jurisdiction approves the rejection of the Agreement under Section 365 of the Bankruptcy Code or similar Laws of other countries, (a) All such rejection will not result in termination of any of Amazon’s rights and licenses under the Agreement; (b) the rights and licenses granted to Licensee or any of its Affiliates Amazon under or pursuant to this the Agreement are intended to be, and will be deemed to be, for purposes of Title 11 of the United States Code, treated as amended from time to time (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under for purposes of Section 101 365(n) of the Bankruptcy Code. The Parties agree that LicenseeCode or similar Laws of other countries and, any of its Affiliates or its or its Affiliates’ sublicensees accordingly, Amazon will retain and may fully exercise all of their respective its rights and elections as licensees of intellectual property in the event any case is commenced with respect to Licensor or any of its Affiliates under the Bankruptcy Code or similar Laws of other countries with respect to the rights and licenses granted to Amazon under the Agreement; and (whether a plenary case c) without limiting the foregoing, in the event Amazon elects to retain its rights and licenses under the Agreement, upon written request of Amazon to Rivian or an ancillary case under Chapter 15 of any trustee appointed in the Bankruptcy Code). The Parties further agree and acknowledge that enforcement by Licenseeproceeding, any of its Affiliates or its or its Affiliates’ sublicensees of any of their respective rights under pursuant to Section 365(n) of the U.S. Bankruptcy Code in connection or similar Laws of other countries, Rivian or such bankruptcy trustee (i) shall provide Amazon with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right to object on such basis. If Licensor, the Additional Parties or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after the Agreement Date or otherwise become materials that are the subject of a case the rights and licenses granted to Amazon described in the Agreement (or any agreement supplementary to the Agreement), and any intellectual property otherwise required to be provided to Amazon under the Bankruptcy Code commenced after the Agreement Date, voluntarily that is held by Rivian or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code such trustee (such entity, a “Filing Party”including any embodiment thereof), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) ; and (ii) shall not interfere with the rights of Amazon provided in addition the Agreement to the materials and not intellectual property that are the subject of the rights and licenses described in lieu of the Agreement, including any right to obtain such materials from any other right or remedy Licensee or entity. Neither Rivian nor any of its Affiliates may (and Rivian, on behalf of itself and its Affiliates, hereby irrevocably waives any right to) object to or their respective sublicensees (challenge any assertion of and reliance on the “Non-Filing Party”) may have under matters described in this Agreement or Section 365(n) of the Bankruptcy Code, the Non-Filing Party shall have the right to obtain, and the Filing Party or any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held 16.5 by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party under or pursuant to this Agreement, including such embodiments necessary for the Non-Filing Party to exercise its rights hereunder. In addition, the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise and enforce its rights hereunder, including filings in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under the Uniform Commercial CodeAmazon.

Rights in Bankruptcy. (a) All rights and licenses granted to Licensee or any of its Affiliates under or pursuant to this Agreement are intended to beby Arrowhead are, and will shall otherwise be deemed to be, for purposes of Title 11 Section 365(n) of the United States Code, as amended from time to time (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code. The Parties agree that LicenseeHorizon, any as licensee of its Affiliates or its or its Affiliates’ sublicensees will such rights under this Agreement, shall retain and may fully exercise all of their respective its rights and elections as licensees of intellectual property in the event any case is commenced with respect to Licensor or any of its Affiliates under the Bankruptcy Code (whether a plenary case or an ancillary case including without limitation Horizon’s right to retain all licenses to Arrowhead Licensed Technology granted herein. Without limiting the generality of the foregoing, the Parties intend and agree that any sale of Arrowhead’s assets under Chapter 15 Section 363 of the Bankruptcy CodeCode shall be subject to Horizon’s rights under Section 365(n), that Horizon cannot be compelled to accept a money satisfaction of its interests in Arrowhead Licensed Technology, and that any such sale therefore may not be made to a purchaser “free and clear” of Horizon’s license rights without the consent of Horizon. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Arrowhead under the Bankruptcy Code, Horizon shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and acknowledge that enforcement by Licenseeall embodiments of such intellectual property, and the same, if not already in its possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless Arrowhead elects to continue to perform all of its Affiliates obligations under this Agreement, or its (ii) if not delivered under (i) above, following the rejection of this Agreement by or its Affiliates’ sublicensees on behalf of any Arrowhead upon written request therefor by Horizon. (The Parties acknowledge and agree that “embodiments” of their respective rights under intellectual property within the meaning of Section 365(n) of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code include without limitation laboratory notebooks, RNAi Molecules, inventory, research studies, data, and waive any right to object on such basisregulatory approvals). If LicensorAdditionally, the Additional Parties or any of their respective controlled Affiliates commence if (a) a case under the Bankruptcy Code after the Agreement Date is commenced by or otherwise become the subject of a case under the Bankruptcy Code commenced after the Agreement Date, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”)against Arrowhead, (ib) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights this Agreement is rejected as provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) , and (iic) Horizon elects to retain its rights hereunder as provided in addition to and not in lieu of any other right or remedy Licensee or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this Agreement or Section 365(n) of the Bankruptcy Code, Arrowhead (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall not interfere with Horizon’s rights under this Agreement to Arrowhead Licensed Technology (including such embodiments), including any right to obtain such Arrowhead Licensed Technology (or such embodiments) from another entity, to the Non-Filing extent provided in Section 365(n) of the Bankruptcy Code. All rights, powers and remedies of Horizon 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 Code) in the event of the commencement of a case under the Bankruptcy Code with respect to Arrowhead. The Parties agree that they intend the following rights to extend to the maximum extent permitted by law, and to be enforceable under Section 365(n) of the Bankruptcy Code: (I) the right of access to any Arrowhead Licensed Technology (including all embodiments thereof) of Arrowhead, or any Third Party shall have with whom Arrowhead contracts to perform an obligation of Arrowhead under [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. this Agreement, and, in the case of the Third Party, which is necessary for the development, manufacture, supply, commercialization, sale, import or export of Compounds or Products, in any case solely as provided under this Agreement; and (II) the right to obtain, and the Filing Party or contract directly with any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party under or pursuant to this Agreement, including such embodiments necessary for the Non-Filing Third Party to exercise its rights hereunder. In addition, complete the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise and enforce its rights hereunder, including filings in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under the Uniform Commercial Code.same

Rights in Bankruptcy. (a) All licenses and other rights and licenses granted to Licensee or any of its Affiliates under or pursuant to this Agreement are intended to beby BIOTIUM are, and will shall otherwise be deemed to be, for purposes of Title 11 Section 365(n) of the United States Code, as amended from time to time (the “U.S. Bankruptcy Code”), licenses of rights right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that LicenseeLICENSEE, any as licensee of its Affiliates or its or its Affiliates’ sublicensees will certain rights under this Agreement, shall retain and may fully exercise all of their respective its rights and elections under the U.S. Bankruptcy Code. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Each of the undersigned represents and warrants that he is duly authorized to execute this Agreement and thereby bind his respective Party and that all required approvals have been obtained for the execution of this Agreement, which Agreement shall be binding on the Parties as licensees of intellectual property the Effective Date. For purposes hereof, a facsimile of a signed copy shall have the same force and effect as an original signed Agreement. BIOTIUM, INC. LICENSEE: CYTEK BIOSCIENCES, INC. By: /s/ Xx. Xxx Xxx By: /s/ XxxXxx Xxxxx, Ph.D. Name/Title: Xx. Xxx Xxx Name/Title: XxxXxx Xxxxx, Ph.D. President and CEO Chief Executive Officer Date: September 17, 2020 Date: September 16, 2020 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXHIBIT A: BIOTIUM PRODUCT AND DISCOUNT PRICE Biotium Products available to be supplied under this Agreement, as set forth in Article 3 (scope of agreement), are identified in the event any case is commenced with respect following Exhibit. Pursuant to Licensor or any of its Affiliates under the Bankruptcy Code Section 4.1 (whether a plenary case or an ancillary case under Chapter 15 Price), BIOTIUM agrees to offer Biotium Product at Price listed in this Exhibit. BIOTIUM PRODUCT EXHIBIT Part No. Product Name Unit Size Quantity Leadtime U.S. List Price (2020) Discount Off List Price (%) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***][***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXHIBIT B: UPFRONT FEES AND ROYALTY In consideration of the Bankruptcy Code)rights granted under this Agreement, LICENSEE shall pay a one-time non-refundable, non-creditable license upfront fee relating to the license of Biotium Products for FIELD OF USE as specified below. The Parties LICENSEE shall have the option to license additional Biotium Product(s) at a later time upon signing of an addendum to this Agreement and paying additional license fee. LICENSEE shall have the option to license Biotium Product(s) for DIAGNOSTICS FIELD OF USE added at a later time upon signing of an addendum to this Agreement and paying additional license fee. Biotium Products Amount of fee Due date [***] $10,000 Within 30 days after execution of this Agreement and receipt of Invoice from BIOTIUM [***] $10,000 Within 30 days after execution of this Agreement and receipt of Invoice from BIOTIUM [***] $0 N/A Royalty Report In further agree and acknowledge that enforcement by Licensee, any of its Affiliates or its or its Affiliates’ sublicensees of any of their respective rights under Section 365(n) consideration of the Bankruptcy Code in connection with rights granted under this Agreement Agreement, LICENSEE shall not violate the automatic stay pay BIOTIUM a running royalty of Section 362 [***] of the Bankruptcy Code and waive any right to object on such basis. If Licensor, the Additional Parties or any LICENSEE’s worldwide NET SALES of their respective controlled Affiliates commence a case under the Bankruptcy Code after the Agreement Date or otherwise become the subject of a case under the Bankruptcy Code commenced after the Agreement Date, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” Licensed Products sold in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) and (ii) in addition to and not in lieu of any other right or remedy Licensee or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have FIELD OF USE under this Agreement from the EFFECTIVE DATE. Royalty payments shall be payable to BIOTIUM within [***] days following the end of each [***] in which the corresponding Licensed Products are sold or Section 365(n) of the Bankruptcy Code, the Non-Filing Party shall have the right otherwise transferred for compensation to obtaina third party, and shall be sent to BIOTIUM in conjunction with the Filing Party report due to BIOTIUM under Section 10.5 (royalty reporting). No royalties shall be due for free replacements or any trustee nominal quantities of free samples, or internal routine testing of nominal quantities of Licensed Products for the Filing Party or its assets shallpurposes of quality control, at the Nonproduct development, product testing, sales demonstrations, collaborations and other non-Filing Party’s written request to the Filing Partyrevenue generating uses of Licensed Products. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, deliver a copy MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXHIBIT C CERTIFICATE OF ANALYSIS [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXHIBIT D: BIOTIUM LICENSED PATENTS PATENT EXHIBIT Title Patent/Publication# Issue Date [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] TRADEMARK EXHIBIT Trademark Registration No. Date of all embodiments held by the Filing Party Registration Classification CFO® 5,306,048 10/10/2017 Class 1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Exhibit E: Limited Use Label License Statement Purchase of any Intellectual Property rights licensed to the Non-Filing Party this product includes an immunity from suit under or pursuant to this Agreement, including such embodiments necessary for the Non-Filing Party to exercise its rights hereunder. In addition, the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise and enforce its rights hereunder, including filings patents specified in the USPTOproduct insert to use only the amount purchased for RESEARCH and ASR use. The use of this product for providing medical, U.S. Copyright Office therapeutic or other similar Governmental Entitydiagnostic testing is expressly excluded. For more information contact Biotium, and under Inc. at xxxxxx@xxxxxxx.xxx. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Exhibit F: Materials Specifications Sheet See attached CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] Human peripheral lymphocytes stained with cFluor YG584 CD4. Staining with an Isotype control, cFluor YG584 Mouse IgGl, K (Catalog number: R7- 20XXX) is shown in the Uniform Commercial Code.open histogram. [***] [***] [***] [***] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

Rights in Bankruptcy. Seller agrees, on behalf of itself and its Affiliates, that Buyer will retain and may fully exercise all rights and licenses under the Agreement in all circumstances, including in any future bankruptcy or insolvency proceeding involving Seller or any of its Affiliates, whether as licensees of intellectual property in a case where Seller is a debtor under the United States Bankruptcy Code (the “U.S. Bankruptcy Code”) or similar laws of other countries, applicable non-bankruptcy laws, or otherwise. Without limiting the foregoing, if there is a bankruptcy or insolvency proceeding under the U.S. Bankruptcy Code or similar laws of other countries where Seller is a debtor (including in any proceeding where a trustee is appointed), Seller acknowledges and agrees, on behalf of itself and its Affiliates, that: if a court of competent jurisdiction approves the rejection of the Agreement under Section 365 of the Bankruptcy Code or similar Applicable Laws of other countries, (a) All such rejection will not result in termination of any of Buyer’s rights and licenses under the Agreement; (b) the rights and licenses granted to Licensee or any of its Affiliates Buyer under or pursuant to this the Agreement are intended to be, and will be deemed to be, for purposes of Title 11 of the United States Code, treated as amended from time to time (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under for purposes of Section 101 365(n) of the Bankruptcy Code. The Parties agree that LicenseeCode or similar Applicable Laws of other countries and, any of its Affiliates or its or its Affiliates’ sublicensees accordingly, Buyer will retain and may fully exercise all of their respective its rights and elections as licensees of intellectual property in the event any case is commenced with respect to Licensor or any of its Affiliates under the Bankruptcy Code or similar Laws of other countries with respect to the rights and licenses granted to Buyer under the Agreement; and (whether a plenary case c) without limiting the foregoing, in the event Buyer elects to retain its rights and licenses under the Agreement, upon written request of Buyer to Seller or an ancillary case under Chapter 15 of any trustee appointed in the Bankruptcy Code). The Parties further agree and acknowledge that enforcement by Licenseeproceeding, any of its Affiliates or its or its Affiliates’ sublicensees of any of their respective rights under pursuant to Section 365(n) of the U.S. Bankruptcy Code in connection or similar Applicable Laws of other countries, Seller or such bankruptcy trustee (i) shall provide Buyer with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right to object on such basis. If Licensor, the Additional Parties or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after the Agreement Date or otherwise become materials that are the subject of a case the rights and licenses granted to Buyer described in the Agreement (or any agreement supplementary to the Agreement), and any intellectual property otherwise required to be provided to Buyer under the Bankruptcy Code commenced after the Agreement Date, voluntarily that is held by Seller or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code such trustee (such entity, a “Filing Party”including any embodiment thereof), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) ; and (ii) shall not interfere with the rights of Buyer provided in addition the Agreement to the materials and not intellectual property that are the subject of the rights and licenses described in lieu of the Agreement, including any right to obtain such materials from any other right or remedy Licensee or entity. Neither Seller nor any of its Affiliates may (and Seller, on behalf of itself and its Affiliates, hereby irrevocably waives any right to) object to or their respective sublicensees (challenge any assertion of and reliance on the “Non-Filing Party”) may have under matters described in this Agreement or Section 365(n) of the Bankruptcy Code, the Non-Filing Party shall have the right to obtain, and the Filing Party or any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held 23.1 by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party under or pursuant to this Agreement, including such embodiments necessary for the Non-Filing Party to exercise its rights hereunder. In addition, the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise and enforce its rights hereunder, including filings in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under the Uniform Commercial CodeBuyer.

Rights in Bankruptcy. (a) All rights and licenses now or hereafter granted by OPKO to Licensee or any of its Affiliates CAMP4 under or pursuant to this Agreement are intended Agreement, including the licenses granted to beCAMP4 pursuant to Section 2.1 (Licenses), and will be deemed to beare, for all purposes of Title 11 Section 365(n) of the United States Code, as amended from time to time (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 of in the Bankruptcy Code. The Parties agree Upon the occurrence of any insolvency event with respect to OPKO, OPKO agrees that LicenseeCAMP4, any as CAMP4 of its Affiliates or its or its Affiliates’ sublicensees such rights under this Agreement, will retain and may fully exercise all of their respective its rights and elections as licensees of intellectual property in the event any case is commenced with respect to Licensor or any of its Affiliates under the Bankruptcy Code (whether a plenary case or an ancillary case Code. Without limiting the generality of the foregoing, OPKO and CAMP4 intend and agree that any sale of OPKO’s assets under Chapter 15 Section 363 of the Bankruptcy CodeCode will be subject to CAMP4’s rights under Section 365(n). The Parties further agree and acknowledge , that enforcement by Licensee, any CAMP4 cannot be compelled to accept a money satisfaction of its Affiliates or its or its Affiliates’ sublicensees 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 any of their respective CAMP4’s rights under this Agreement and Section 365(n) without the express, contemporaneous consent of CAMP4. Further, each Party agrees and acknowledges that all payments by CAMP4 to OPKO hereunder, other than the Royalty Payments pursuant to Section 7.5 (Royalty Payments), do not constitute royalties within the meaning of Section 365(n) of the Bankruptcy Code in connection with or relate to licenses of intellectual property hereunder. OPKO will, during the term of this Agreement shall Agreement, create and maintain current copies or, if not violate amenable to copying, detailed descriptions or other appropriate embodiments, to the automatic stay extent feasible, of all such intellectual property. OPKO and CAMP4 acknowledge and agree that “embodiments” of intellectual property within the meaning of Section 362 of the Bankruptcy Code 365(n) include laboratory notebooks, cell lines, product samples and waive any right to object on such basisinventory, research studies, and data, regulatory approvals. If Licensor, the Additional Parties or any of their respective controlled Affiliates commence (i) a case under the Bankruptcy Code after the Agreement Date is commenced by or otherwise become the subject of a case under the Bankruptcy Code commenced after the Agreement Dateagainst OPKO, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) and (ii) in addition to and not in lieu of any other right or remedy Licensee or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this Agreement or Section 365(n) of is rejected as provided in the Bankruptcy Code, the Non-Filing Party shall have the right and (iii) CAMP4 elects to obtain, and the Filing Party or any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party under or pursuant to this Agreement, including such embodiments necessary for the Non-Filing Party to exercise retain its rights hereunder. In addition, the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise and enforce its rights hereunder, including filings in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under the Uniform Commercial Code.hereunder as provided in

Rights in Bankruptcy. (a) All rights and licenses granted to Licensee or any of its Affiliates under or pursuant to this Agreement are intended to beby either Party, including without limitation Article 7, are, and will otherwise be deemed to be, for purposes of Title 11 Section 365(n) of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States Code, as amended from time to time (the “Bankruptcy Code”)States, licenses of rights right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy CodeCode or analogous provisions of Applicable Law outside the United States (hereinafter “IP”). The Parties agree that Licenseeeach Party, any as a licensee of its Affiliates or its or its Affiliates’ sublicensees such rights under this Agreement, will retain and may fully exercise all of their respective 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 of termination of a Party pursuant to Section 11.2.1 or 11.3.1, the terminated Party hereby grants to the other Party and its Affiliates a right to obtain possession of and to benefit from a complete duplicate of (or complete access to, as licensees appropriate) any such IP and all embodiments of intellectual property, which, if not already in such other Party’s possession, will be promptly delivered to it upon such other Party’s written request therefor. The term “embodiments of intellectual property” includes all tangible, 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, KHK Technology and Medgenics Technology, as applicable. The terminated Party will not interfere with the exercise by the other Party or its 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 event any case is commenced possession or control of Third Parties as reasonably necessary or desirable for such other Party or Affiliates of such other Party to exercise such rights and licenses in accordance with this Agreement. The Parties 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 intellectual property hereunder. ***** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to Licensor or any of its Affiliates under the Bankruptcy Code (whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code). The Parties further agree and acknowledge that enforcement by Licensee, any of its Affiliates or its or its Affiliates’ sublicensees of any of their respective rights under Section 365(n) of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right to object on such basis. If Licensor, the Additional Parties or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after the Agreement Date or otherwise become the subject of a case under the Bankruptcy Code commenced after the Agreement Date, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) and (ii) in addition to and not in lieu of any other right or remedy Licensee or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this Agreement or Section 365(n) of the Bankruptcy Code, the Non-Filing Party shall have the right to obtain, and the Filing Party or any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party under or pursuant to this Agreement, including such embodiments necessary for the Non-Filing Party to exercise its rights hereunder. In addition, the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise and enforce its rights hereunder, including filings in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under the Uniform Commercial Codeomitted information.

Rights in Bankruptcy. (a) All rights and licenses granted to Licensee or any of its Affiliates under or pursuant to this Agreement are intended to beTOTAL are, and will otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Code, as amended from time to time Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as that term is defined under Section 101 of in the Bankruptcy Code. The Parties agree that LicenseeTOTAL, any as a licensee of its Affiliates or its or its Affiliates’ sublicensees will such rights under this Agreement, shall retain and may fully exercise all of their respective its rights and elections as licensees of intellectual property in the event any case is commenced with respect to Licensor or any of its Affiliates under the Bankruptcy Code Code. Upon the filing of a case by or against AMYRIS or any AMYRIS Affiliate (whether the “Bankrupt Entity”), including without limitation, AMYRIS Fuels LLC, AB Technologies LLC, and/or AMYRIS Brasil Ltda. (each of such Affiliates, a plenary case or an ancillary case “Co-Licensor”) under Chapter 15 of the Bankruptcy Code). The Parties further agree and acknowledge that enforcement by Licensee, any of its Affiliates or its or its Affiliates’ sublicensees of any of their respective rights then (a) TOTAL shall be entitled to the fullest protections conferred upon licensees under Section 365(n) of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right to object on such basis. If Licensor, the Additional Parties or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after the Agreement Date or otherwise become the subject of a case under the Bankruptcy Code commenced after the Agreement Date, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) and (ii) in addition to and not in lieu of any other right or remedy Licensee or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this Agreement or Section 365(n) of the Bankruptcy Code, the Non-Filing Party shall have the right to obtain, and the Filing Party or any trustee similar provision; (b) AMYRIS and each Co-Licensor shall perform all of its obligations under this Agreement; (c) the Bankrupt Entity shall immediately, without the need for the Filing Party any further request by TOTAL, or its assets shallnotice or hearing, at the Non-Filing Party’s written request provide to the Filing PartyTOTAL a complete duplicate of (or complete access to, deliver a copy of as appropriate) any such intellectual property and all embodiments held by of such intellectual property (which embodiments, throughout this Agreement, shall include without limitation, the Filing Party Escrowed Materials), or any other information necessary or desirable for TOTAL to utilize such intellectual property; and (d) AMYRIS and each Co-Licensor shall not interfere with the rights of TOTAL as provided in this Agreement, or in any Intellectual Property rights licensed to the Non-Filing Party under or pursuant 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. To the extent AMYRIS and/or a Co-Licensor rejects this Agreement under the Bankruptcy Code and TOTAL elects to retain its rights, (x) TOTAL shall have the full rights provided to it under Section 365(n) of 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 TOTAL 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 TOTAL as provided in 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 materials required to be delivered by AMYRIS or a Co-Licensor to TOTAL hereunder and any materials relating to the licenses granted hereunder which, in the course of dealing between the Parties under this Agreement, are 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 TOTAL 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, TOTAL would suffer irreparable damages, such that AMYRIS and each Co-Licensor agrees that such sale shall not occur without TOTAL’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 tangible embodiments necessary of such intellectual property, and includes all such intellectual property and tangible embodiments of such intellectual property (provided in the case of the Strain Improvement Technology, only to the extent, and for the Non-Filing Party to exercise its rights hereunder. In additionuses and period, the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise and enforce its rights hereunder, including filings described in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under the Uniform Commercial CodeSection 2.A.(i)(b)).

Rights in Bankruptcy. (a) All rights and licenses granted to Licensee or any of its Affiliates under or pursuant to this Agreement are intended by AstraZeneca, or by Licensee, including under Articles 2, 11 and 17, but only to bethe extent they constitute licenses of a right to “intellectual property” as defined in Section 101 of the U.S. Bankruptcy Code, are, and will shall otherwise be deemed to be, for purposes of Title 11 Section 365(n) of the U.S. Bankruptcy Code or analogous provisions of Applicable Law outside the United States Code, as amended from time to time (the “Bankruptcy Code”)States, licenses of rights right to “intellectual property” as defined under Section 101 or analogous provisions of Applicable Law outside the Bankruptcy CodeUnited States (“IP”). The Parties agree that Licenseea Party, any as licensee of its Affiliates or its or its Affiliates’ sublicensees will such rights under this Agreement, shall retain and may fully exercise all of their respective 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 of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party that is not subject to such proceeding shall be entitled to a complete duplicate of (or complete access to, as licensees appropriate) all such IP (including all embodiments of intellectual property such IP, which includes all tangible, electronic or other embodiments of rights and licenses hereunder, including all Licensed Products, all Regulatory Documentation and rights of reference therein, and all Information related to Licensed Products, Compounds, Licensed Patents, AstraZeneca Know-How, Licensee Know-How, Joint Know-How or Intellectual Property Rights, but excluding AstraZeneca Corporate Marks (“Embodiments of Intellectual Property”)), which, if not already in the event any case is commenced with respect non-subject Party’s possession, shall be promptly delivered to Licensor or any it upon the non-subject Party’s written request (a) upon commencement of a bankruptcy proceeding, unless the Party subject to such proceeding continues to perform all of its Affiliates obligations under this Agreement, or (b) if not delivered pursuant to clause (a) above because the Bankruptcy Code (whether a plenary case subject Party continues to perform, upon the rejection of this Agreement by or an ancillary case under Chapter 15 on behalf of the Bankruptcy Code)subject Party. The other Party (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall not interfere with the exercise by such Party or its Affiliates of rights and licenses to IP and Embodiments of Intellectual Property Licensed hereunder in accordance with this Agreement and agrees to assist such Party and its Affiliates to obtain the IP and Embodiments of Intellectual Property in the possession or control of Third Parties further agree as reasonably necessary or desirable for such Party or its Affiliates to exercise such rights and acknowledge that enforcement by Licenseelicenses in accordance with this Agreement. Whenever the other Party (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) provides to such Party, pursuant to this Section 17.16.2, any of its Affiliates the IP or its or its Affiliates’ sublicensees any Embodiments of any of their respective rights under Section 365(n) of the Bankruptcy Code Intellectual Property Licensed hereunder in connection accordance with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right to object on Agreement, such basis. If Licensor, the Additional Parties or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after the Agreement Date or otherwise become the subject of a case under the Bankruptcy Code commenced after the Agreement Date, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) and (ii) in addition to and not in lieu of any other right or remedy Licensee or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this Agreement or Section 365(n) of the Bankruptcy Code, the Non-Filing Party shall have the right to obtainperform the obligations of the other Party hereunder with respect to such IP and Embodiments of Intellectual Property, but neither such provision nor such performance by such Party shall release the other Party (in any capacity, including debtor-in-possession) and its successors and 95 assigns (including any trustee) from liability resulting from any rejection of the Filing license or the failure to perform such obligations. Unless and until the subject Party or any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party under or pursuant to rejects this Agreement, the subject Party shall perform this Agreement or provide the IP (including all embodiments of such embodiments necessary for intellectual property) to the Nonnon-Filing subject Party, and shall not interfere with the rights of the non-subject Party to exercise its rights hereunder. In addition, the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise and enforce its rights hereundersuch IP, including filings in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under right to obtain the Uniform Commercial CodeIP from another entity.

Rights in Bankruptcy. (a) All rights and licenses granted to Licensee or any of its Affiliates under or pursuant to this Agreement are intended to beAgreement, including without limitation Article 3, are, and will shall otherwise be deemed to be, for purposes of Title 11 Section 365(n) of the Bankruptcy Code or analogous provisions of Applicable Law outside the United States Code, as amended from time to time (the “Bankruptcy Code”)States, licenses of rights right to “intellectual property” as defined under Section 101 of the Bankruptcy CodeCode or analogous provisions of Applicable Law outside the United States (hereinafter “IP”). The Upon a Party which is a licensor or rights granted under this Agreement entering into any voluntary or involuntary insolvency proceeding during the Term of this Agreement, and notwithstanding any attempted termination of this Agreement by any trustee, administrator or executor of such Party or an applicable bankruptcy court, the Parties agree that Licenseethat: the other Party, any as licensee of its Affiliates or its or its Affiliates’ sublicensees will such rights under this Agreement, shall (i) retain and may fully exercise all of their respective 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 (ii) retain in perpetuity all rights and licenses herein grant provided 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 and its Affiliates a right to obtain possession of and to benefit from a complete duplicate of (or complete access to, as licensees appropriate) any such IP and all embodiments of intellectual property, which, if not already in the other Party’s possession, shall be promptly delivered to it upon the other Party’s written request therefor. The term “embodiments of intellectual property” includes all tangible, electronic or other embodiments of rights and licenses hereunder, including the Molecule, Product(s), all Regulatory Approval Applications and Regulatory Approvals, and all Information related to the Molecule and Product(s), MedImmune Patent Rights and MedImmune Know-How, or Aevi Patent Rights and Aevi Know-How, as applicable. Neither Party shall interfere with the exercise by the other Party or its Affiliates of rights and licenses to IP and embodiments of 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 event any case is commenced with respect to Licensor possession or any control of Third Parties as reasonably necessary or desirable for the other Party or its Affiliates under the Bankruptcy Code (whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code)to exercise such rights and licenses in accordance with this Agreement. The Parties further agree and acknowledge that enforcement by Licensee, any the terms of its Affiliates or its or its Affiliates’ sublicensees of any of their respective rights under Section 365(n) of the Bankruptcy Code in connection with this Agreement shall are fair and reasonable, are not violate the automatic stay of Section 362 of the Bankruptcy Code overly burdensome and waive any right to object on such basishave been negotiated in an arms-length transaction between unrelated parties with each Party represented by legal counsel. If Licensorany provision herein is deemed onerous or otherwise unenforceable by any applicable bankruptcy court, the Additional Parties or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after shall use good faith efforts to amend the Agreement Date or otherwise become the subject of a case (e.g., removing such onerous provision) so as to avoid any consequences thereof under the Bankruptcy Code commenced after the Agreement Date, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) and (ii) in addition to and not in lieu of any other right or remedy Licensee or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this Agreement or Section 365(n) of the Bankruptcy Code, the Non-Filing Party shall have the right to obtain, and the Filing Party or any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party under or pursuant to this Agreement, including such embodiments necessary for the Non-Filing Party to exercise its rights hereunder. In addition, the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise and enforce its rights hereunder, including filings in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under the Uniform Commercial Code.applicable bankruptcy laws

Rights in Bankruptcy. (a) All rights and licenses granted to Licensee or any of its Affiliates under or pursuant to this Agreement are intended to beby Alpine are, and will shall otherwise be deemed to be, for purposes of Title 11 Section 365(n) of the United States Code, as amended from time to time (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code. The Parties agree that LicenseeHorizon, any as licensee of its Affiliates or its or its Affiliates’ sublicensees will such rights under this Agreement, shall retain and may fully exercise all of their respective its rights and elections as licensees of intellectual property in the event any case is commenced with respect to Licensor or any of its Affiliates under the Bankruptcy Code (whether a plenary case or an ancillary case solely applicable to the Licensed Compounds, [***] Licensed Technology, and Alpine Libraries, including without limitation Horizon’s right to retain all licenses to Licensed Technology granted herein. Without limiting the generality of the foregoing, the Parties intend and agree that any sale of Alpine’s assets under Chapter 15 Section 363 of the Bankruptcy Code)Code shall be subject to Horizon’s rights under Section 365(n) with respect to such Licensed Technology, that Horizon cannot be compelled to accept a money satisfaction of its interests in Licensed Technology, and that any such sale therefore may not be made to a purchaser “free and clear” of Horizon’s license rights without the consent of Horizon. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Alpine under the Bankruptcy Code, Horizon shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property solely applicable to the Licensed Compounds, [***] Licensed Technology, and acknowledge that enforcement by LicenseeAlpine Libraries and all embodiments of such intellectual property, and the same, if not already in its possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless Alpine elects to continue to perform all of its Affiliates obligations under this Agreement, or its (ii) if not delivered under (i) above, following the rejection of this Agreement by or its Affiliates’ sublicensees on behalf of any Alpine upon written request therefor by Horizon. (The Parties acknowledge and agree that “embodiments” of their respective rights under intellectual property within the meaning of Section 365(n) of include without limitation laboratory notebooks, inventory, research studies, data, and regulatory approvals to the Bankruptcy Code in connection with this Agreement shall not violate extent such items are solely applicable to the automatic stay of Section 362 of the Bankruptcy Code Licensed Compounds, [***], Licensed Technology and waive any right to object on such basisAlpine Libraries). If LicensorAdditionally, the Additional Parties or any of their respective controlled Affiliates commence if (a) a case under the Bankruptcy Code after the Agreement Date is commenced by or otherwise become the subject of a case under the Bankruptcy Code commenced after the Agreement Date, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”)against Alpine, (ib) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights this Agreement is rejected as provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) , and (iic) Horizon elects to retain its rights hereunder as provided in addition to and not in lieu of any other right or remedy Licensee or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this Agreement or Section 365(n) of the Bankruptcy Code, Alpine (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall not interfere with Horizon’s rights under this Agreement to Licensed Technology (including such embodiments), including any right to obtain such Licensed Technology (or such embodiments) from another entity, to the Non-Filing Party shall have extent provided in Section 365(n) of the Bankruptcy Code. All rights, powers and remedies of Horizon 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 Code) in the event of the commencement of a case under the Bankruptcy Code with respect to Alpine. The Parties agree that they intend the following rights to extend to the maximum extent permitted by law, and to be enforceable under Section 365(n) of the Bankruptcy Code: (I) the right of access to any Licensed Technology (including all embodiments thereof) of Alpine, which is necessary for the development, manufacture, supply, commercialization, sale, import or export of Licensed Compounds or Licensed Products, in any case solely as provided under this Agreement; and (II) the right to obtain, and the Filing Party or contract directly with any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party under or pursuant to this Agreement, including such embodiments necessary for the Non-Filing Third Party to exercise its rights hereunder. In addition, complete the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise and enforce its rights hereunder, including filings in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under the Uniform Commercial Codesame.

Rights in Bankruptcy. (a) All rights and licenses now or hereafter granted by one Party to Licensee or any of its Affiliates the other Party under or under this Agreement, including pursuant to this Agreement Section 6.2 (Ownership of Developed IP), Section 6.3 (Development License to Verily), Section 6.4 (Development License to IRTC), Section 6.5 (AF Algorithm Licenses), Section 6.8 (Data License to Verily), or Section 6.9 (Data License to IRTC), are intended to be, and will be deemed to be, for all purposes of Title 11 Section 365(n) of the United States Code, as amended from time to time (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 of in the Bankruptcy Code. The Parties agree that Licensee, Upon the occurrence of any of its Affiliates or its or its Affiliates’ sublicensees the events set forth in Section 10.2 (Termination for Bankruptcy) with respect to the Party licensing such rights to intellectual property (“Licensor”), Licensor agrees that the other Party (“Licensee”), as licensee of such rights under this Agreement, will retain and may fully exercise all of their respective its rights and elections as licensees of intellectual property in the event any case is commenced with respect to Licensor or any of its Affiliates under the Bankruptcy Code (whether a plenary case or an ancillary case Code. Without limiting the generality of the foregoing, the Parties intend and agree that any sale of Licensor’s assets under Chapter 15 Section 363 of the Bankruptcy Code). The Parties further agree and acknowledge that enforcement by Code will be subject to Licensee, any of its Affiliates or its or its Affiliates’ sublicensees of any of their respective ’s rights under Section 365(n) of the Bankruptcy Code Code, that Licensee cannot be compelled to accept a money satisfaction of its interests in connection with the intellectual property licensed under this Agreement, and that any such sale therefore may not be made to a purchaser “free and clear” of Licensee’s rights under this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right to object on such basis. If Licensor, the Additional Parties or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after the Agreement Date or otherwise become the subject of a case under the Bankruptcy Code commenced after the Agreement Date, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and without the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests express, contemporaneous consent of Licensee. Further, each Party agrees and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in acknowledges that all payments by IRTC to Verily hereunder or under any ancillary agreement hereto do not constitute royalties within the case meaning of an ancillary case under Chapter 15 Section 365(n) of the Bankruptcy CodeCode or relate to licenses of intellectual property hereunder. Licensor will, during the term of this Agreement, create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all such intellectual property. Licensor and Licensee acknowledge and agree that “embodiments” of intellectual property within the meaning of Section 365(n) of the Bankruptcy Code include product prototypes, inventory, Study Data, Zio Service Data, and other data, Regulatory Approvals, Reimbursement Approvals, algorithms, software, hardware, prototypes, models, devices, components, and accessories. If (i) a case under the Bankruptcy Code is commenced by or against Licensor, (ii) in addition to and not in lieu of any other right or remedy Licensee or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this Agreement or is rejected as provided in the Bankruptcy Code, and (iii) Licensee elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, the Non-Filing Party shall have the right to obtain, and the Filing Party or Licensor (in any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of all embodiments held by the Filing Party of any Intellectual Property rights licensed to the Non-Filing Party under or pursuant to this Agreementcapacity, including such embodiments necessary for the Nondebtor-Filing Party to exercise in-possession) and its rights hereunder. In addition, the Filing Party shall take all steps reasonably requested by the Non-Filing Party to perfect, exercise successors and enforce its rights hereunder, assigns (including filings in the USPTO, U.S. Copyright Office or other similar Governmental Entity, and under the Uniform Commercial Code.a trustee) will:

Rights in Bankruptcy. (a) All licenses and rights and to licenses granted to Licensee or any of its Affiliates under or pursuant to this Agreement are intended by the Bankrupt Party to bethe Non-Bankrupt Party are, and will otherwise be deemed to be, for purposes of Title 11 Section 365(n) of the United States Code, as amended from time to time Bankruptcy Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 101(35A) of the Bankruptcy Code. The Parties agree that Licenseethe Non-Bankrupt Party, any as a licensee of its Affiliates or its or its Affiliates’ sublicensees such rights under this Agreement, will retain and may fully exercise all of their respective its rights and elections as licensees of intellectual property in the event any case is commenced with respect to Licensor or any of its Affiliates under the Bankruptcy Code (whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code). The Parties further agree and acknowledge that enforcement by Licensee, any of its Affiliates or its or its Affiliates’ sublicensees of any of their respective rights under Section 365(n) of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right to object on such basis. If Licensor, the Additional Parties or any of their respective controlled Affiliates commence a case under the Bankruptcy Code after the Agreement Date or otherwise become the subject upon commencement of a case bankruptcy proceeding by or against the Bankrupt Party under the Bankruptcy Code commenced after the Agreement Date, voluntarily or involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankruptcy Code (such entity, a “Filing Party”), (i) Licensee, its Affiliates and its and its Affiliates’ sublicensees shall have all rights provided for under Section 365(n) of the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) and (ii) in addition to and not in lieu of any other right or remedy Licensee or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this Agreement or Section 365(n) of the Bankruptcy Code, the Non-Filing Bankrupt Party shall have the right will be entitled to obtaina complete duplicate of, and the Filing Party or any trustee for the Filing Party or its assets shall, at complete access to (as the Non-Filing Party’s written request to the Filing PartyBankrupt Party deems appropriate), deliver a copy of all such intellectual property and all embodiments held by the Filing Party of any Intellectual Property rights licensed such intellectual property. Such intellectual property and all embodiments of such intellectual property will be promptly delivered to the Non-Filing Bankrupt Party (a) upon any such commencement of a bankruptcy proceeding and upon written request by the Non-Bankrupt Party, unless the Bankrupt Party elects to continue to perform all of its obligations under or pursuant to this Agreement, or (b) if not delivered under (a) above, upon the rejection of this Agreement by or on behalf of the Bankrupt Party and upon written request by the Non-Bankrupt Party. The Bankrupt Party (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) agrees not to interfere with the exercise by the Non-Bankrupt Party or its Affiliates of its rights and licenses to such intellectual property and such embodiments of intellectual property in accordance with this Agreement, and agrees to assist the Non-Bankrupt Party and its Affiliates in obtaining such intellectual property and such embodiments of intellectual property in the possession or control of Third Parties as reasonably necessary or desirable for the Non-Filing Bankrupt Party to exercise its such rights hereunderand licenses in accordance with this Agreement. In addition, the Filing Party shall take all steps reasonably requested by The foregoing provisions are without prejudice to any rights the Non-Filing Bankrupt Party to perfect, exercise and enforce its rights hereunder, including filings in may have arising under the USPTO, U.S. Copyright Office Bankruptcy Code or other similar Governmental Entity, and under the Uniform Commercial Codeapplicable law.