Common use of Rights in Bankruptcy Clause in Contracts

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code (the “Party subject to such proceeding”), the other Party (the “non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, shall be promptly delivered to the non-subject Party (i) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor by the non-subject Party. In addition, in the event the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable law.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party Galapagos and Gilead are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code (the “Party subject to such proceeding”)Code, the other Party (the “non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party pursuant to the terms of this Agreement and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the non-subject Party it (ia) upon any such commencement of a bankruptcy proceeding upon the non-subject such other Party’s written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor by the non-subject other Party. In additionthe case of an Insolvency that is governed by non-U.S. bankruptcy law, in the event Parties agree that, to the trustee (extent not prohibited by the applicable Insolvency law, the non-Bankrupt Party will be entitled to the same rights and protections afforded by the U.S. Bankruptcy Code, including survival of the licenses granted hereunder even if the Bankrupt Party revokes or similar person) rejects terminates this Agreement during and a Zosano Insolvency Event, then the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration copy of the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise embodiments of its rights under the license granted in this Agreement. The provisions such intellectual property, without conditions other than payment of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawroyalties due hereunder.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party Principia and Sanofi are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such certain rights under this Agreement, shall will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Party subject to such proceeding”), a) the other Party (the “non-subject Party”) shall will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, shall which, if not already in such other Party’s possession, will be promptly delivered to the non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the non-subject such other Party’s written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor by the nonother Party and (b) the Bankrupt Party will not interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and will assist and not interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Principia Know-subject Party. In addition, How in the event case that Principia is the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then Bankrupt Party and Sanofi Know-How in the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of case Sanofi is the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawBankrupt Party.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect All licenses and rights to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either the Bankrupt Party to the other Non-Bankrupt Party are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. United States Bankruptcy Code (the "Bankruptcy Code"), licenses of right rights to “"intellectual property” " as defined under Section 101(35A) of the U.S. Bankruptcy Code and that all Development Milestone Payments, Sales Milestone Payments, and Royalties will be "royalties" under the Bankruptcy Code. The Parties agree that each the Non-Bankrupt Party, as a licensee of such rights under this Agreement, shall will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the that upon commencement of a bankruptcy proceeding by or against either the Bankrupt Party under the U.S. Bankruptcy Code (the “Party subject to such proceeding”)Code, the other Non-Bankrupt Party (the “non-subject Party”) shall will be entitled to a complete duplicate of (of, or complete access toto (as the Non-Bankrupt Party deems appropriate), as appropriate) any all such intellectual property and all embodiments of such intellectual property, shall . Such intellectual property and all embodiments of such intellectual property will be promptly delivered to the nonNon-subject Bankrupt Party (ia) upon any such commencement of a bankruptcy proceeding and upon the non-subject Party’s written request thereforby the Non-Bankrupt Party, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under (ia) above, following upon the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding and upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor by the nonNon-subject Bankrupt Party. In additionThe Bankrupt Party (in any capacity, in the event the trustee including debtor-in-possession) and its successors and assigns (or similar personincluding any trustee) rejects this Agreement during a Zosano Insolvency Event, then the license granted by Novo Nordisk agrees not to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk interfere with respect to the exercise by the Non-Bankrupt Party or its Affiliates of its rights under and licenses to such intellectual property and such embodiments of intellectual property in accordance with this Agreement, and agrees to assist the license granted Non-Bankrupt Party and its Affiliates in obtaining such 118 intellectual property and such embodiments of intellectual property in the possession or control of Third Parties as reasonably necessary or desirable for the Non-Bankrupt Party to exercise such rights and licenses in accordance with this Agreement. The foregoing provisions of this Section 13.7 are without prejudice to any rights that either the Non-Bankrupt Party may have arising under any applicable insolvency statute the Bankruptcy Code or other applicable lawApplicable Law.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party Medivation and Partner are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Party subject to such proceeding”), a) the other Party (the “non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the non-subject such other Party’s written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the other Party and (b) the Bankrupt Party shall not interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Medivation Know-How in the case that Medivation is the Bankrupt Party and Partner Know-How in the case Partner is the Bankrupt Party. [ * ] = CERTAIN CONFIDENTIAL MATERIALS INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor by the non-subject Party. In additionCOMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, in the event the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawAS AMENDED.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party Auxilium and Sobi are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Party subject to such proceeding”), a) the other Party (the “non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the non-subject such other Party’s written request therefortherefore, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor therefore by the nonother Party and (b) the Bankrupt Party shall not unreasonably interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Bulk Product, Finished Product, filings with Regulatory Authorities and related rights and Auxilium Know-subject Party. In addition, How in the event case that Auxilium is the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then Bankrupt Party and Sobi Applied Know-How in the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of case Sobi is the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawBankrupt Party.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party CureVac and Arcturus are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code, as amended (the “U.S. Bankruptcy Code”), licenses of right rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code or analogous provisions of applicable Law outside the U.S., (the “Party subject to such proceeding”), a) the other Party (the “non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the non-subject such other Party’s written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor by the nonother Party and (b) the Bankrupt Party shall not interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property CO-subject Party. In additionDEVELOPMENT AND CO-COMMERCIALIZATION AGREEMENT between CUREVAC and ARCTURUS Confidential includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all products embodying intellectual property, mRNA Constructs, Products, filings with Regulatory Authorities and related rights and CureVac Know-How in the event case that CureVac is the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then Bankrupt Party and Arcturus Know-How in the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees case that in consideration of Arcturus is the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawBankrupt Party.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party Agreement, including without limitation Section 4.5, are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy CodeCode or analogous provisions of Applicable Law outside the United States, licenses of 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 each Party, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy CodeCode or any other provisions of Applicable Law outside the United States that provide similar protection for IP. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Each Party under the U.S. Bankruptcy Code (the “Party subject hereby grants to such proceeding”), the other Party (the “non-subject Party”) shall be entitled and its Affiliates a right to obtain possession of and to benefit from a complete duplicate of (or complete access to, as appropriate) any such intellectual property IP and all embodiments of such intellectual property, which, if not already in the other Party’s possession, shall be promptly delivered to the non-subject Party (i) upon any such commencement of a bankruptcy proceeding it upon the non-subject other Party’s written request therefor. The term “embodiments of intellectual property” includes all tangible, unless electronic or other embodiments of rights and licenses hereunder. Neither Party shall interfere with the exercise by the other Party subject 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 the other Party and its Affiliates to obtain the IP and embodiments of intellectual property in the possession or control of Third Parties as reasonably necessary or desirable for the other Party or Affiliates of BI to exercise such proceeding elects to continue to perform all of its obligations under rights and licenses in accordance with this Agreement, or (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor by the non-subject Party. In addition, in the event the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable law.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to any section of this Agreement by either Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy CodeCode or comparable provision of applicable bankruptcy or insolvency laws, licenses of right rights to “intellectual property” as defined under Section 101(35A) of the U.S. Bankruptcy CodeCode or comparable provision of applicable bankruptcy or insolvency laws. The Parties shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code or comparable provision of applicable bankruptcy or insolvency laws. The Parties agree that each Party, as a Party that is a licensee of such rights under this Agreement, Agreement shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree thatCode or comparable provision of applicable bankruptcy or insolvency laws, in the event of the and that upon commencement of a bankruptcy proceeding by or against either the licensing Party (such Party, the “Involved Party”) under the U.S. Bankruptcy Code (the “Party subject to such proceeding”)or comparable provision of applicable bankruptcy or insolvency laws, the other Party (such Party, the “non-subject Noninvolved Party”) shall be entitled to a complete duplicate of (or complete access toto (as such Noninvolved Party deems appropriate), as appropriate) any such intellectual property and all embodiments of such intellectual property, provided the Noninvolved Party continues to fulfill its payment or royalty obligations as specified herein in full. Such intellectual property and all embodiments thereof shall be promptly delivered to the non-subject Noninvolved Party (ia) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefortherefor by the Noninvolved Party, unless the Involved Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under (ia) above, following upon the rejection of this Agreement by or on behalf of the Involved Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor by the non-subject Noninvolved Party. In addition, in the event the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are foregoing is without prejudice to any rights that either the Noninvolved Party may have arising under any the U.S. Bankruptcy Code or comparable provision of applicable bankruptcy or insolvency statute laws, or other applicable lawApplicable Laws and Regulations.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party Agenus and Licensee are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such certain rights under this Agreement, shall will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Party subject to such proceeding”), a) the other Party (the “non-subject Party”) shall will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, shall which, if not already in such other Party’s possession, will be promptly delivered to the non-subject Party it (i) upon any such commencement of a bankruptcy proceeding upon the non-subject such other Party’s written request therefortherefore, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (ii) if not delivered under clause (i) above), following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor therefore by the nonother Party, and (b) the Bankrupt Party will not unreasonably interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and will assist and not unreasonably interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic, or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Licensed Products, filings with Regulatory Authorities and related rights and Agenus Know-subject Party. In addition, How in the event case that Agenus is the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then Bankrupt Party and Licensee Know-How in the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of case Licensee is the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawBankrupt Party.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either one Party to the other Party are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy CodeCode or comparable provision of applicable bankruptcy or insolvency laws, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy CodeCode or comparable provision of applicable bankruptcy or insolvency laws. The Parties agree that each Party, as a Party that is a licensee of such rights under this Agreement, shall Agreement will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy CodeCode or comparable provision of applicable bankruptcy or insolvency laws. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party to this Agreement under the U.S. Bankruptcy Code (the “Party subject to such proceeding”)or comparable provision of applicable bankruptcy or insolvency laws, the other Party (the “non-subject Party”) shall will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, shall and same, if not already in its possession, will be promptly delivered to the non-subject Party it (ia) upon any such commencement of a bankruptcy or insolvency proceeding upon the non-subject Party’s its written request therefor, unless the bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under (ia) above, following the rejection of this Agreement by or on behalf of the bankrupt Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor by the non-subject other Party. In additionThe Parties acknowledge that the license granted hereunder by ENDOCEUTICS to AMAG shall survive any Insolvency Event of ENDOCEUTICS. For greater clarity, in the event the trustee (or similar person) rejects this Agreement during a Zosano of an Insolvency Event, then the license granted by Novo Nordisk to Zosano under Section 2.3(a) ENDOCEUTICS shall automatically terminate. Novo Nordisk agrees that in consideration of the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of not assign its rights under the license granted in Endorecherche Agreement to any person, unless the assignee agrees to accept the assignment of ENDOCEUTICS’ obligations under this Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable law[***] [***].

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party are, Licensee or AstraZeneca are and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy CodeCode or any analogous provisions in any other country or jurisdiction, licenses of right to “"intellectual property” " as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the U.S. Bankruptcy CodeCode or any analogous provisions in any other country or jurisdiction. The Parties further agree that, 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 subject hereto that is not a Party to such proceeding”), the other Party (the “non-subject Party”) proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, which, if not already in the non-subject Party’s possession, shall be promptly delivered to the non-subject Party it (i) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (ii) if not delivered under clause (i) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non-subject Party. CONFIDENTIAL MATERIALS OMITTED AND TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor by the non-subject Party. In addition, in the event the trustee (or similar person*Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) rejects this Agreement during a Zosano Insolvency Event, then the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable law.240.24b-2

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party Medarex or BioTie are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. United States Bankruptcy Code, licenses of right rights to “intellectual property” as defined under Section 101 of the U.S. United States Bankruptcy Code. The Parties agree that each Partythe CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. Parties, as licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under under, as applicable, the U.S. United States Bankruptcy CodeCode or the Finnish Bankruptcy and Insolvency Act. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party under under, as applicable, the U.S. United States Bankruptcy Code (or the “Finnish Bankruptcy and Insolvency Act, the Party subject hereto that is not a party to such proceeding”), the other Party (the “non-subject Party”) proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, which, if not already in the non-subject Party’s possession, shall be promptly delivered to the non-subject Party it (ia) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor, unless the Party subject to such proceeding elects to continue continues to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (ia) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor by the non-subject Party. In addition, in the event the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable law.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party Onyx and Ono are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Party subject to such proceeding”), i) the other Party (the “non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the non-subject such other Party’s written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor therefore by the non-subject other Party and (ii) the Bankrupt Party shall not unreasonably interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. In additionThe “embodiments” of intellectual property include all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Licensed Technology, New Licensed Technology, Onyx’s interests in Joint Patents and Joint Inventions in the event case that Onyx is the trustee (or similar person) rejects this Agreement during a Zosano Insolvency EventBankrupt Party, then and Ono Technology and Ono’s interest in Joint Patents and Joint Inventions in the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees case that in consideration of Ono is the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawBankrupt Party.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to any section of this Agreement by either Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy CodeCode or comparable provision of applicable bankruptcy or insolvency laws, licenses of right rights to “intellectual property” as defined under Section 101(35A) of the U.S. Bankruptcy CodeCode or comparable provision of applicable bankruptcy or insolvency laws. The Parties shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code or comparable provision of 87 applicable bankruptcy or insolvency laws. The Parties agree that each Party, as a Party that is a licensee of such rights under this Agreement, Agreement shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree thatCode or comparable provision of applicable bankruptcy or insolvency laws, in the event of the and that upon commencement of a bankruptcy proceeding by or against either the licensing Party (such Party, the “Involved Party”) under the U.S. Bankruptcy Code (the “Party subject to such proceeding”)or comparable provision of applicable bankruptcy or insolvency laws, the other Party (such Party, the “non-subject Noninvolved Party”) shall be entitled to a complete duplicate of (or complete access toto (as such Noninvolved Party deems appropriate), as appropriate) any such intellectual property and all embodiments of such intellectual property, provided the Noninvolved Party continues to fulfill its payment or royalty obligations as specified herein in full. Such intellectual property and all embodiments thereof shall be promptly delivered to the non-subject Noninvolved Party (ia) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefortherefor by the Noninvolved Party, unless the Involved Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under (ia) above, following upon the rejection of this Agreement by or on behalf of the Involved Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor by the non-subject Noninvolved Party. In addition, in the event the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are foregoing is without prejudice to any rights that either the Noninvolved Party may have arising under any the U.S. Bankruptcy Code or comparable provision of applicable bankruptcy or insolvency statute laws, or other applicable lawApplicable Laws and Regulations.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party Onyx and Ono are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Party subject to such proceeding”), i) the other Party (the “non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the non-subject such other Party’s written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not [ ** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor therefore by the non-subject other Party and (ii) the Bankrupt Party shall not unreasonably interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. In additionThe “embodiments” of intellectual property include all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Licensed Technology, New Licensed Technology, Onyx’s interests in Joint Patents and Joint Inventions in the event case that Onyx is the trustee (or similar person) rejects this Agreement during a Zosano Insolvency EventBankrupt Party, then and Ono Technology and Ono’s interest in Joint Patents and Joint Inventions in the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees case that in consideration of Ono is the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawBankrupt Party.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party Galapagos and Gilead are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code (the “Party subject to such proceeding”)Code, the other Party (the “non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the non-subject Party it (ia) upon any such commencement of a bankruptcy proceeding upon the non-subject such other Party’s written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor by the non-subject other Party. In addition, in the event the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees The Parties acknowledge and agree that in consideration of the rights granted under milestones and royalties to be paid pursuant to Article 8, only the license set forth sales milestones contained in Sections 8.2(c) and the royalties contained in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk 8.3 shall constitute royalties within the meaning of Bankruptcy Code § 365(n) with respect to the exercise licenses of its rights under the license granted in this intellectual property hereunder. Amended and Restated License and Collaboration Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable law.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party Lilly and Licensee are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Party subject to such proceeding”), a) the other Party (the “non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the non-subject such other Party’s written request therefortherefore, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor therefore by the nonother Party and (b) the Bankrupt Party shall not unreasonably interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Lilly Know-subject Party. In addition, How in the event case that Lilly is the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then Bankrupt Party and Licensee Know-How in the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of case Licensee is the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawBankrupt Party.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party Hengrui and Incyte are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Party subject to such proceeding”), a) the other Party (the “non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the non-subject such other Party’s written request therefortherefore, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor therefore by the nonother Party and (b) the Bankrupt Party shall not unreasonably interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Hengrui Know-subject Party. In addition, How in the event case that Hengrui is the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawBankrupt Party.

Rights in Bankruptcy. The occurrence of an Insolvency Event with in respect to Xxxxxxof PCYC, will not, in itself, impact either Party’s 's license rights under this Agreement, nor adversely impact the right of Zosano PCYC to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either a Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party under the U.S. Bankruptcy Code (the “Party subject to such proceeding”), the other Party (the “non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, shall be promptly delivered to the non-subject Party (i) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s 's written request therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor therefore by the non-subject Party. In addition, in the event the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of the rights granted under the license set forth in Section 2.1 2.01 and PCYC's other obligations under this Agreement, it will pay to Zosano PCYC all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with in respect to of the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 9.03 are without prejudice to any rights that either a Party may have arising under any applicable insolvency statute or other applicable law.

Rights in Bankruptcy. The occurrence Parties intend to take advantage of an Insolvency Event with respect the protections of Section 365(n) (or any successor provision) of the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestonesmaximum extent permitted by law. All rights and licenses granted under or pursuant to this Agreement by either Party Agreement, but only to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, extent they constitute licenses of a right to “intellectual property” as defined under in Section 101 of the U.S. Bankruptcy Code, shall be deemed to be “intellectual property” for the purposes of Section 365(n) or any analogous provisions in any other country or jurisdiction. The Parties agree that each Party, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the U.S. Bankruptcy CodeCode or any analogous provisions in any other country or jurisdiction, including the right to obtain the intellectual property from another entity. The Parties further agree that, in 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”), the other Party (the “non-subject Party”) proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any all such intellectual property and (including all embodiments of such intellectual property), shall be promptly delivered to the non-subject Party (i) upon any such commencement of a bankruptcy proceeding upon which, if not already in the non-subject Party’s written request thereforpossession, unless shall be [***] delivered to it upon [***]. Unless and until the subject Party subject to such proceeding elects to continue to perform all of its obligations under rejects this Agreement, or (ii) if not delivered under (i) above, following the rejection of subject Party shall perform this Agreement by or on behalf provide the intellectual property (including all embodiments of the Party subject such intellectual property) to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor by the non-subject Party, and shall not interfere with the rights of the non-subject party to such intellectual property, including the right to obtain the intellectual property from another entity. In additionthe case of an insolvency that is governed by non-U.S. bankruptcy law, in the event Parties agree that, to the trustee (extent not prohibited by the applicable insolvency law, the non-subject Party will be entitled to at least the same rights and protections afforded by the U.S. Bankruptcy Code, including survival of the licenses granted hereunder even if the subject Party revokes or similar person) rejects terminates this Agreement during and a Zosano Insolvency Event, then the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration copy of the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise embodiments of its rights under the license granted in this Agreement. The provisions such intellectual property, without conditions other than any legally required payment of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawroyalties.

Rights in Bankruptcy. The occurrence of an Insolvency Event with in respect to Xxxxxxof PCYC, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano PCYC to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either a Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party under the U.S. Bankruptcy Code (the “Party subject to such proceeding”), the other Party (the “non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, shall be promptly delivered to the non-subject Party (i) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor therefore by the non-subject Party. In addition, in the event the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of the rights granted under the license set forth in Section 2.1 2.01 and PCYC’s other obligations under this Agreement, it will pay to Zosano PCYC all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with in respect to of the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 9.03 are without prejudice to any rights that either a Party may have arising under any applicable insolvency statute or other applicable law.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party Immatics to the other Party BMS are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each PartyBMS, as licensee of such certain rights under this Agreement, shall will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party Immatics (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Party subject to such proceeding”), a) the other Party (the “non-subject Party”) shall will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, shall which, if not already in such other Party’s possession, will be promptly delivered to the non-subject Party it (i) upon any such commencement of a bankruptcy proceeding upon the non-subject such other Party’s written request therefortherefore, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (ii) if not delivered under clause (i) above), following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor therefore by the non-subject other Party. In addition, and (b) the Bankrupt Party will not unreasonably interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and will assist and not unreasonably interfere with the other Party in the event the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration obtaining intellectual property and all embodiments of the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreementintellectual property from another entity. The provisions “embodiments” of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute intellectual property includes all tangible, intangible, electronic, or other applicable lawembodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Licensed Products, filings with Regulatory Authorities and related rights, including Immatics Know-How.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party Xencor and Aimmune are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Party subject to such proceeding”), a) the other Party (the “non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the non-subject such other Party’s written request therefortherefore, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor therefore by the nonother Party and (b) the Bankrupt Party shall not unreasonably interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Xencor Know-subject Party. In addition, How in the event case that Xencor is the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then Bankrupt Party and Aimmune Know-How in the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of case Aimmune is the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawBankrupt Party.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to XxxxxxZosano, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code (the “Party subject to such proceeding”), the other Party (the “non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, shall be promptly delivered to the non-subject Party (i) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor by the non-subject Party. In addition, in the event the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable law.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted to either Party under or pursuant to this Agreement by either Party to the other Party are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code (the “Bankruptcy Code”), and any equivalent provision under any other Applicable Law, licenses of right rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy CodeCode and conveyed and effective as of the Effective Date. The Parties acknowledge and agree that the rights and licenses granted by each Party to the other Party under this Agreement are conveyed and effective as of the Effective Date and that each Party, as licensee of such rights under this Agreement, shall will retain and may fully exercise all of its rights and elections as a licensee of intellectual property under the U.S. Bankruptcy Code, or equivalent provision under any other Applicable Law, and is entitled to the maximum protection of the rights and licenses under the Bankruptcy Code of such Applicable Law, including the right to preserve and enforce the licensee benefits set forth in this Agreement. The Parties further agree that, Each Party agrees to notify the other in the event of any insolvency or bankruptcy event that might affect the commencement of a licensed rights hereunder, with the intent to provide notice so that the applicable licensee hereunder would have an opportunity to object to any transfer in bankruptcy proceeding by or against either Party that might seek to reject any pre-existing licenses. Without limitation to the foregoing, the licensee (a) may assert without objection from the licensor that this Agreement is not vulnerable to rejection under the U.S. Bankruptcy Code and that, if rejected, such rejection shall not result in termination of the Agreement or a similar result or effect; (b) shall continue to have and may fully exercise any rights (and make any election) available under Section 365(n) of the “Party subject U.S. Bankruptcy Code or this Agreement; and (c) shall have the right to, and the licensor shall provide and cause to such proceeding”)be provided, the other Party (intellectual property licensed hereunder and embodiments thereof, and, the “non-subject Party”) licensor shall be entitled not interfere with the licensee’s rights and licenses with respect to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, shall be promptly delivered thereof. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with repect to the non-subject Party (i) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor by the non-subject Party. In addition, in the event the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawomitted portions.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party Galapagos and Gilead are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code (the “Party subject to such proceeding”)Code, the other Party (the “non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the non-subject Party it (ia) upon any such commencement of a bankruptcy proceeding upon the non-subject such other Party’s written request therefor, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor by the non-subject other Party. In addition, in the event the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees The Parties acknowledge and agree that in consideration of the rights granted under milestones and royalties to be paid pursuant to Article 8, only the license set forth sales milestones contained in Sections 8.2(c) and the royalties contained in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk 8.3 shall constitute royalties within the meaning of Bankruptcy Code § 365(n) with respect to the exercise licenses of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawintellectual property hereunder.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party Brickell and Kaken are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Party subject to such proceeding”), a) the other Party (the “non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the non-subject such other Party’s written request therefortherefore, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor therefore by the nonother Party and (b) the Bankrupt Party shall not unreasonably interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Brickell Know-subject Party. In addition, How in the event case that Brickell is the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then Bankrupt Party and Kaken Applied Know-How in the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of case Kaken is the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawBankrupt Party.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party Auxilium and Actelion are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Party subject to such proceeding”), a) the other Party (the “non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the non-subject such other Party’s written request therefortherefore, unless the Bankrupt Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor therefore by the nonother Party and (b) the Bankrupt Party shall not unreasonably interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Bulk Product, Finished Product, filings with Regulatory Authorities and related rights and Auxilium Know-subject Party. In addition, How in the event case that Auxilium is the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then Bankrupt Party and Actelion Applied Know-How in the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of case Actelion is the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawBankrupt Party.