Common use of Rights in Bankruptcy Clause in Contracts

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by SBS are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of right to “intellectual property” as defined under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. The parties agree that Voyager, as licensee, and SBS, as licensor, of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against SBS under the United States Bankruptcy Code, Voyager 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 Voyager’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Voyager’s written request therefor, unless the party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under (a) above, following the rejection of this Agreement by or on behalf of SBS upon written request therefor by Voyager. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Voyager under the United States Bankruptcy Code, and an assignment of this Agreement is made for the benefit of creditors of Voyager, then the rights and obligations of Voyager under this Agreement may be transferred and assigned only to another Person engaged in the business of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth in this Agreement.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by SBS the Parties are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of right rights to “intellectual property” as defined under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy CodeCode except as may otherwise be required by any provision under Danish insolvency Laws. The parties Parties agree that Voyagerthe Parties, as licensee, and SBS, as licensor, licensees of such rights under this Agreement, shall will retain and may fully exercise all of its their rights and elections under the United States Bankruptcy CodeCode to the extent not otherwise mandatorily provided for under Danish insolvency Laws. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against SBS a Party under the United States Bankruptcy Code, Voyager shall or commencement of insolvency proceeding by or against a Party under the Danish Bankruptcy Act as the case may be, the Party hereto that is not a Party to such proceeding 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, which, if not already in Voyagerthe non-subject Party’s possession, shall will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Voyagerthe non-subject Party’s written request therefortherefore, unless the party Party subject to such proceeding elects to continue continues to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of SBS the Party subject to such proceeding upon written request therefor therefore by Voyagerthe non-subject Party. Santaris agrees not to interfere with Enzon’s exercise under any bankruptcy code of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use commercially reasonable efforts to assist Enzon to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or useful for Enzon to exercise such rights and licenses in accordance with this Agreement. The parties further Parties hereto acknowledge and agree that, in that all payments by Enzon to Santaris hereunder other than the event payments pursuant to Article 7 do not constitute royalties within the meaning of the commencement of a bankruptcy proceeding by or against Voyager under the United States Bankruptcy Code, and an assignment of this Agreement is made for the benefit of creditors of Voyager, then the rights and obligations of Voyager under this Agreement may be transferred and assigned only to another Person engaged in the business of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth in this AgreementCode §365(n).

Rights in Bankruptcy. All rights and licenses granted by Senomyx to Firmenich under or pursuant to this Agreement by SBS are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Code and other similar laws in any jurisdiction outside the US (collectively, the “Bankruptcy Code”), licenses of right rights to “intellectual property” as defined under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx the Bankruptcy Code. The parties agree that VoyagerIf a case is commenced during the Term by or against Senomyx under Bankruptcy Code then, unless and until this Agreement is rejected as licenseeprovided in such Bankruptcy Code, Senomyx (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall perform all of the obligations provided in this Agreement to be performed by Senomyx. If a case is commenced during the Term by or against Senomyx under the Bankruptcy Code, this Agreement is rejected as provided in the Bankruptcy Code, and SBSFirmenich elects to retain its rights hereunder as provided in the Bankruptcy Code, as licensorthen Senomyx (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee), shall provide to Firmenich copies of such all information necessary for Firmenich to prosecute, maintain and enjoy its rights under the terms of this AgreementAgreement promptly upon Firmenich’s written request therefor. All rights, shall retain powers and may fully exercise remedies of Firmenich as provided herein are in addition to and not in substitution for any and all of its rights other rights, powers and elections under remedies now or hereafter existing at law or in equity (including the United States Bankruptcy Code. The parties further agree that, ) in the event of the commencement of a bankruptcy proceeding case by or against SBS Senomyx under the United States Bankruptcy Code, Voyager 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 Voyager’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Voyager’s written request therefor, unless the party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under (a) above, following the rejection of this Agreement by or on behalf of SBS upon written request therefor by Voyager. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Voyager under the United States Bankruptcy Code, and an assignment of this Agreement is made for the benefit of creditors of Voyager, then the rights and obligations of Voyager under this Agreement may be transferred and assigned only to another Person engaged in the business of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth in this Agreement.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by SBS Sanofi are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy CodeCode and any similar in any country other than the U.S., licenses of right to “intellectual property” as defined under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 101 of the U.S. Bankruptcy Code. The parties Parties agree that VoyagerLicensee, as licensee, and SBS, as licensor, licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights their rights, protections and elections under the United States U.S. Bankruptcy Code and any similar laws in any country other than the U.S. Each Party hereby acknowledges that: (a) copies of research data; (b) laboratory samples; (c) product samples and inventory; (d) formulas; (e) laboratory notes and notebooks; (f) data and results related to Clinical Trials; (g) regulatory filings and Marketing Approvals; (h) rights of reference in respect of regulatory filings and Marketing Approvals; (i) pre-clinical research data and results; (j) tangible Information and Invention; and (k) marketing, advertising, and promotional materials, in each case ((a) through (k)), that relate to such intellectual property, constitute “embodiments” of such intellectual property pursuant to Section 365(n) of the U.S. Bankruptcy Code. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against SBS Sanofi under the United States U.S. Bankruptcy CodeCode and any similar laws in any country other than the U.S., Voyager Licensee 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 VoyagerLicensee’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon VoyagerLicensee’s written request therefor, unless the party subject to such proceeding Sanofi elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under (a) above, following the rejection of this Agreement by or on behalf of SBS Sanofi upon written request therefor by VoyagerLicensee. To the extent available in countries other than the U.S., Applicable Law similar to Section 365(n) of the U.S. Bankruptcy Code shall be applied so as to treat this Agreement as an executory contract. The parties further agree that, provisions of this Section 12.6 (Rights in the event of the commencement of a bankruptcy proceeding by or against Voyager Bankruptcy) are without prejudice to any rights Licensee may have arising under the United States U.S. Bankruptcy Code, laws of other jurisdictions governing insolvency and an assignment bankruptcy, or other Applicable Law. The Parties agree that they intend the following rights to extend to the maximum extent permitted by Applicable Law, including for purposes of the U.S. Bankruptcy Code and any similar laws in any country other than the U.S.: (x) the right of access to any intellectual property (including all embodiments thereof) of Sanofi, or any Third Party with whom Sanofi contracts in accordance with this Agreement is made for the benefit to perform an obligation of creditors of Voyager, then the rights and obligations of Voyager Sanofi under this Agreement may be transferred which is necessary or useful for the Development, Manufacture, or Commercialization of any Licensed Compounds or Licensed Products; (y) the right to contract directly with any Third Party described in (x) to complete the contracted work; and assigned only (z) the right to another Person engaged in cure any breach under any such agreement with a Third Party and set off the business of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth in costs thereof against amounts payable to Sanofi under this Agreement.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to The Parties acknowledge that this Agreement by SBS are, and shall otherwise be deemed to be, for purposes of constitutes an executory contract under Section 365(n) 365 of the United States Bankruptcy Code, licenses Code for the license of right to “intellectual property” as defined under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy CodeSection 101 of the Code and constitutes a license of “intellectual property” for purposes of any similar laws in any other country. The parties agree Parties further acknowledge that VoyagerQED, as licensee, and SBS, as licensor, licensee of such rights under this Agreement, shall will retain and may fully exercise all of its protections, rights and elections under the United States Bankruptcy Code, including, but not limited to, Section 365(n) of the Code, and any similar laws in any other country. The parties further agree that, in In the event of the commencement of a bankruptcy proceeding by or against SBS Novartis under the United States Bankruptcy CodeCode and any similar laws in any other country, Voyager shall QED 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, whichand the same, if not already in Voyager’s its possession, shall will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Voyager’s its written request therefor, unless the party subject to such proceeding Novartis elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under (a) above, following the rejection of this Agreement by or on behalf of SBS Novartis upon written request therefor by VoyagerQED. The parties further agree thatAll rights, powers and remedies of QED provided for in the event of the commencement of a bankruptcy proceeding by this Section 11.5 are in addition to and not in substitution for any and all other rights, powers and remedies now or against Voyager hereafter existing at law or in equity (including, without limitation, under the United States Bankruptcy Code, Code and an assignment of this Agreement is made for the benefit of creditors of Voyager, then the rights and obligations of Voyager under this Agreement may be transferred and assigned only to another Person engaged any similar laws in the business of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth any other country). [***] Certain information in this Agreementdocument has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by SBS are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of right to “"intellectual property” " as defined under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 101 of the United States Bankruptcy Code. The parties agree that Voyagerxxxx Xxxxxxx, as licenseexx xxxxxxxx, and SBSxxx XBS, as licensor, of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against SBS under the United States Bankruptcy Code, Voyager 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 Voyager’s 's possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Voyager’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 (b) if not delivered under (a) above, following the rejection of this Agreement by or on behalf of SBS upon written request therefor by Voyager. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Voyager under the United States Bankruptcy Code, and an assignment of this Agreement is made for the benefit of creditors of Voyager, then the rights and obligations of Voyager under this Agreement may be transferred and assigned only to another Person engaged in the business of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth in this Agreement.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by SBS Arrowhead are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of right rights to “"intellectual property” " as defined under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 101 of the Bankruptcy Code. The parties Parties agree that VoyagerAmgen, as licensee, and SBS, as licensor, licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy CodeCode including without limitation Amgen's right to retain all licenses to Arrowhead Licensed Technology granted herein. Without limiting the generality of the foregoing, the Parties intend and agree that any sale of Arrowhead's assets under Section 363 of the Bankruptcy Code shall be subject to Amgen’s rights under Section 365(n), that Amgen cannot be compelled to accept a money satisfaction of its interests in Arrowhead Licensed Technology, and that any such sale therefore may not be made to a purchaser "free and clear" of Amgen's license rights without the consent of Amgen. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against SBS Arrowhead under the United States Bankruptcy Code, Voyager Amgen 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, whichand the same, if not already in Voyager’s its possession, shall be promptly delivered to it them (ai) upon any such commencement of a bankruptcy proceeding upon Voyager’s its written request therefor, unless the party subject to such proceeding Arrowhead elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of SBS Arrowhead upon written request therefor by VoyagerAmgen. (The parties further Parties acknowledge and agree thatthat "embodiments" of intellectual property within the meaning of Section 365(n) include without limitation laboratory notebooks, RNAi Molecules, inventory, research studies, data, and regulatory approvals). Additionally, if (a) a case under the Bankruptcy Code is commenced by or against Arrowhead, (b) this Agreement is rejected as provided in the Bankruptcy Code, and (c) Amgen elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, Arrowhead (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall not interfere with Amgen's rights under this Agreement to Arrowhead Licensed Technology (including such embodiments), including any right to obtain such Arrowhead Licensed Technology (or such embodiments) from another entity, to the extent provided in Section 365(n) of the Bankruptcy Code. All rights, powers and remedies of Amgen provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Code) in the event of the commencement of a bankruptcy proceeding by or against Voyager case under the United States Bankruptcy Code with respect to Arrowhead. The Parties agree that they intend the following rights to extend to the maximum extent permitted by law, and to be enforceable under Section 365(n) of the Bankruptcy Code: (I) the right of access to any Arrowhead Licensed Technology (including all embodiments thereof) of Arrowhead, and or any Third Party with whom Arrowhead contracts to perform an assignment obligation of Arrowhead under this Agreement Agreement, and, in the case of the Third Party, which is made necessary for the benefit development, manufacture, supply, commercialization, sale, import or export of creditors of VoyagerLicensed Compounds or Licensed Products, then the rights and obligations of Voyager in any case solely as provided under this Agreement may be transferred Agreement; and assigned only (II) the right to another Person engaged in contract directly with any Third Party to complete the business of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth in this Agreementsame.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to (a) The Parties agree that this Agreement by SBS are, and shall otherwise be deemed to be, for purposes of constitutes an executory contract under Section 365(n) 365 of the United States US Bankruptcy Code (the “Code, licenses ”) for the license of right to “intellectual property” as defined under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy CodeSection 101 of the Code and constitutes a license of “intellectual property” for purposes of any similar laws in any other [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] country in the Territory. The parties Parties further agree that VoyagerNovartis, as licensee, and SBS, as licensor, licensee of such rights under this Agreement, shall will retain and may fully exercise all of its rights protections, rights, and elections under the United States Bankruptcy Code, including, but not limited to, Section 365(n) of the Code, and any similar laws in any other country in the Territory. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against SBS any MDRNA under the United States Bankruptcy CodeCode and any similar laws in any other country in the Territory, Voyager shall Novartis 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, whichand the same, if not already in Voyager’s its possession, shall will be promptly delivered to it (ai) upon any such commencement of a bankruptcy proceeding upon Voyager’s its written request therefor, unless the party subject to such proceeding MDRNA elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of SBS MDRNA upon written request therefor by Voyager. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Voyager under the United States Bankruptcy Code, and an assignment of this Agreement is made for the benefit of creditors of Voyager, then the rights and obligations of Voyager under this Agreement may be transferred and assigned only to another Person engaged in the business of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth in this AgreementNovartis.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by SBS INS or ViroPharma are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of right rights to “intellectual property” as defined under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 101 of the United States Bankruptcy Code. The parties Parties agree that Voyagerthe Parties, as licensee, and SBS, as licensor, licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against SBS a Party under the United States Bankruptcy Code, Voyager the Party hereto that is not a party to such 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 Voyagerthe non-subject Party’s possession, shall be promptly delivered to it (a) upon following any such commencement of a bankruptcy proceeding upon Voyagerthe non-subject Party’s written request therefor, unless the party Party subject to such proceeding elects to continue continues to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of SBS the Party subject to such proceeding upon written request therefor by Voyagerthe non-subject Party. The parties further agree thatPortions of this Exhibit, in indicated by the event xxxx “***,” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Company’s application requesting confidential treatment pursuant to Rule 24b-2 of the commencement Securities Exchange Act of a bankruptcy proceeding by or against Voyager under the United States Bankruptcy Code1934, and an assignment of this Agreement is made for the benefit of creditors of Voyager, then the rights and obligations of Voyager under this Agreement may be transferred and assigned only to another Person engaged in the business of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth in this Agreementas amended.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by SBS the Parties are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of right rights to “intellectual property” as defined under Xxxxxxx Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy CodeCode except as may otherwise be required by any provision under Danish insolvency Laws. The parties Parties agree that Voyagerthe Parties, as licensee, and SBS, as licensor, licensees of such rights under this Agreement, shall will retain and may fully exercise all of its their rights and elections under the United States Bankruptcy CodeCode to the extent not otherwise mandatorily provided for under Danish insolvency Laws. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against SBS a Party under the United States Bankruptcy Code, Voyager shall or commencement of insolvency proceeding by or against a Party under the Danish Bankruptcy Act as the case may be, the Party hereto that is not a Party to such proceeding 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, which, if not already in Voyagerthe non-subject Party’s possession, shall will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Voyagerthe non-subject Party’s written request therefortherefore, unless the party Party subject to such proceeding elects to continue continues to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of SBS the Party subject to such proceeding upon written request therefor therefore by Voyagerthe non-subject Party. Santaris agrees not to interfere with Enzon’s exercise under any bankruptcy code of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use commercially reasonable efforts to assist Enzon to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or useful for Enzon to exercise such rights and licenses in accordance with this Agreement. The parties further Parties hereto acknowledge and agree that, in that all payments by Enzon to Santaris hereunder other than the event payments pursuant to Article 7 do not constitute royalties within the meaning of the commencement of a bankruptcy proceeding by or against Voyager under the United States Bankruptcy Code, and an assignment of this Agreement is made for the benefit of creditors of Voyager, then the rights and obligations of Voyager under this Agreement may be transferred and assigned only to another Person engaged in the business of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth in this AgreementCode §365(n).

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by SBS RevMab are, and shall will otherwise be deemed to be, for purposes of Section 365(n365(11) of the United States Bankruptcy CodeCode or the equivalent thereof outside the United States, licenses of right to ““ intellectual property” as defined under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 91 of the United States Bankruptcy Code. The parties Parties agree that VoyagerApollomics, as licensee, and SBS, as licensor, licensee of such rights under this Agreement, shall will retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. The parties Patties further agree that, in the event of the commencement of a bankruptcy proceeding by or against SBS RevMab under the United States Bankruptcy Code, Voyager shall Apollomics 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, which, if not already in Voyager’s Apollomics’ possession, shall will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Voyager’s Apollomics’ written request therefor, unless the party subject to such proceeding RevMab elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of SBS RevMab upon written request therefor by Voyager. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Voyager under the United States Bankruptcy Code, and an assignment of this Agreement is made for the benefit of creditors of Voyager, then the rights and obligations of Voyager under this Agreement may be transferred and assigned only to another Person engaged in the business of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth in this AgreementXxxxxxxxxx.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by SBS Medarex or PharmAthene are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of right rights to “"intellectual property” " as defined under Section 101 of the Unixxx Xxxxxx Xxxxxxxxxx Xxxx. Xxx Xxxxxxx 000 xxxxx xxxx xxx Xxxxxxx, xx xxx Xxxxxx Xxxxxx Bankruptcy Code. The parties agree that Voyager, as licensee, and SBS, as licensor, of xxxxxxxxx xf such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against SBS a Party under the United States Bankruptcy Code, Voyager the Party hereto that is not a party to such 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 Voyager’s the non-subject Party's possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Voyager’s the non-subject Party's written request therefor, unless the party Party subject to such proceeding elects to continue continues to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of SBS the Party subject to such proceeding upon written request therefor by Voyagerthe non-subject Party. The parties further agree It is the understanding and intent of the Parties that this Agreement and the Unilateral Development and Commercialization Agreements represent one single transaction that, in for the event convenience of the commencement of a bankruptcy proceeding by or against Voyager under Parties, was prepared in three separate but interrelated agreements, that the United States Bankruptcy Codeconsideration for this Agreement and the Unilateral Development and Commercialization Agreements is indivisible, and an assignment that the Parties would not have entered into any one of this Agreement is made for or the benefit Unilateral Development and Commercialization Agreements without also entering into the other agreements, and that, by their terms, each of creditors of Voyager, then the rights and obligations of Voyager under this Agreement and the Unilateral Development and Commercialization Agreements depends on the continued effectiveness and enforceability of the other agreements. Accordingly, the Parties acknowledge and agree that this Agreement and the Unilateral Development and Commercialization Agreements may only be transferred rejected as a group and assigned only to another Person engaged in that any rejection of one of the business agreements necessarily entails the rejection of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth in this Agreementother agreements.

Rights in Bankruptcy. The occurrence of an Insolvency Event in respect of Pacira, will not, in itself, impact either Party’s license under this Agreement, nor adversely impact the right of Pacira to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by SBS a Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx the U.S. Bankruptcy Code. The parties Parties agree that Voyagereach Party, as licensee, and SBS, as licensor, licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States U.S. Bankruptcy Code. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against SBS a Party under the United States U.S. Bankruptcy CodeCode (the “Party subject to such proceeding”), Voyager 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, which, if not already in Voyager’s possession, shall be promptly delivered to it the non-subject Party (ai) upon any such commencement of a bankruptcy proceeding upon Voyagerthe non-subject Party’s written request therefor, unless the party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of SBS the Party subject to such proceeding upon written request therefor by Voyagerthe non-subject Party. The parties further agree thatIn addition, in the event of the commencement of a bankruptcy proceeding by or against Voyager under the United States Bankruptcy Code, and an assignment of this Agreement is made for rejected by the benefit of creditors of Voyagertrustee (or similar person) during a Pacira Insolvency Event, then the rights and obligations of Voyager license granted by Novo Nordisk to Pacira under this Agreement may be transferred and assigned only to another Person engaged in the business of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth in this Agreement.Section 2.3(a) shall

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by SBS Notch to Allogene, are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of right rights to “intellectual property” as defined under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Article 101(35A) of the Bankruptcy Code. The parties Parties agree that VoyagerAllogene, as licensee, and SBS, as licensor, a licensee of such rights Intellectual Property Rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against SBS Notch under the Bankruptcy Code or analogous provisions of applicable Laws outside the United States Bankruptcy CodeStates, Voyager shall Allogene will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to Allogene and all embodiments of such intellectual property, which, if not already in VoyagerAllogene’s possession, shall will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon VoyagerAllogene’s written request therefor, unless the party subject to such proceeding Notch elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above), following the rejection of this Agreement by or on behalf of SBS in the bankruptcy proceeding, upon written request therefor by VoyagerXxxxxxxx. The parties Parties further agree that, in upon the event of the commencement occurrence of a bankruptcy proceeding by or against Voyager event, each Party shall have the right to retain and enforce their rights under the United States Bankruptcy Code, and an assignment of this Agreement is made for the benefit of creditors of Voyager, then the rights and obligations of Voyager under this Agreement may be transferred and assigned only to another Person engaged in the business of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth in this Agreement.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to (a) The Parties agree that this Agreement by SBS are, and shall otherwise be deemed to be, for purposes of constitutes an executory contract under Section 365(n) 365 of the United States US Bankruptcy Code (the “Code, licenses ”) for the license of right to “intellectual property” as defined under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy CodeSection 101 of the Code and constitutes a license of “intellectual property” for purposes of any similar laws in any other country in the Territory. The parties Parties further agree that VoyagerNovartis, as licensee, and SBS, as licensor, licensee of such rights under this Agreement, shall will retain and may fully exercise all of its rights protections, rights, and elections under the United States Bankruptcy Code, including, but not limited to, Section 365(n) of the Code, and any similar laws in any other country in the Territory. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against SBS any MDRNA under the United States Bankruptcy CodeCode and any similar laws in any other country in the Territory, Voyager shall Novartis 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, whichand the same, if not already in Voyager’s [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] its possession, shall will be promptly delivered to it (ai) upon any such commencement of a bankruptcy proceeding upon Voyager’s its written request therefor, unless the party subject to such proceeding MDRNA elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of SBS MDRNA upon written request therefor by Voyager. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Voyager under the United States Bankruptcy Code, and an assignment of this Agreement is made for the benefit of creditors of Voyager, then the rights and obligations of Voyager under this Agreement may be transferred and assigned only to another Person engaged in the business of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth in this AgreementNovartis.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by SBS Isis or Amgen are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code, licenses of right to “"intellectual property” " as defined under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 101 of the U.S. Bankruptcy Code. The parties agree that Voyagerthe parties, as licensee, and SBS, as licensor, licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States U.S. Bankruptcy CodeCode including, without limitation, Amgen's right to retain all licenses to Isis Technology, Collaboration Know-How, Joint Know-How, Joint Patent Rights, Manufacturing Improvements and Patent Rights that claim Manufacturing Improvements granted herein, subject to payments when due to Isis of all fees, milestone payments and royalties on Product(s). The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against SBS either party under the United States U.S. Bankruptcy Code, Voyager the party hereto that is not a party to such 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, whichand same, if not already in Voyager’s their possession, shall be promptly delivered to it them (ai) upon any such commencement of a bankruptcy proceeding upon Voyager’s their written request therefor, unless the party subject to such proceeding elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of SBS the party subject to such proceeding upon written request therefor by Voyager. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Voyager under the United States Bankruptcy Code, and an assignment of this Agreement is made for the benefit of creditors of Voyager, then the rights and obligations of Voyager under this Agreement may be transferred and assigned only to another Person engaged in the business of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth in this Agreementnon-subject party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by SBS Napo or Glenmark are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of right rights to “intellectual property” as defined under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 101 of the United States Bankruptcy Code. The parties Parties agree that Voyagerthe Parties, as licensee, and SBS, as licensor, licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States Bankruptcy Code. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against SBS a Party under the United States Bankruptcy Code, Voyager the Party hereto that is not a party to such 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 Voyagerthe non-subject Part’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Voyagerthe non-subject Parry’s written request therefor, unless the party Party subject to such proceeding elects to continue continues to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of SBS the Party subject to such proceeding upon written request therefor by Voyagerthe non-subject Party.” All capitalized terms used in this Amendment, bull not otherwise defined herein, shall have the meanings ascribed to them in the Agreement. Any and all terms of the Agreement not expressly modified herein remain unchanged and full force and effect. The parties further agree that, in interpretation and enforcement of this Amendment shall be governed by the event Laws of the commencement State of a bankruptcy proceeding by or against Voyager under the New York. United States Bankruptcy Codeof America, and an assignment without giving effect to its choice of this Agreement is made for the benefit of creditors of Voyager, then the rights and obligations of Voyager under this Agreement may be transferred and assigned only to another Person engaged in the business of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth in this Agreementlaw rules.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by SBS Xxxxxxx are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code, licenses of right rights to “intellectual property” as defined under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 101(34A) of the U.S. Bankruptcy Code. The parties Parties agree that VoyagerMetabolex, as licensee, and SBS, as licensor, a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States U.S. Bankruptcy Code. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against SBS Xxxxxxx under the United States U.S. Bankruptcy Code, Voyager Metabolex shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual propertyproperty (including all Information related to such intellectual property and rights of reference with respect to Regulatory Approvals), whichand same, if not already in Voyager’s its possession, shall be promptly delivered to it (a) upon any such [*] = 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. commencement of a bankruptcy proceeding upon Voyager’s its written request therefortherefore, unless the party subject to such proceeding elects to continue Xxxxxxx continues to perform all of its obligations under this Agreement Agreement, or (b) if not delivered or granted under (a) above, following the rejection of this Agreement by or on behalf of SBS Xxxxxxx upon written request therefor therefore by Voyager. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Voyager under the United States Bankruptcy Code, and an assignment of this Agreement is made for the benefit of creditors of Voyager, then the rights and obligations of Voyager under this Agreement may be transferred and assigned only to another Person engaged in the business of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth in this AgreementMetabolex.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by SBS RPR or Axys are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy Code, licenses of right to “"intellectual property” " as defined under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 101 of the U.S. Bankruptcy Code. The parties Parties agree that Voyagerthe Parties, as licensee, and SBS, as licensor, licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the United States U.S. Bankruptcy Code. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against SBS either Party under the United States U.S. Bankruptcy Code, Voyager the Party hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, whichand same, if not already in Voyager’s their possession, shall be promptly delivered to it them (ai) upon any such commencement of a bankruptcy proceeding upon Voyager’s their written request therefor, unless the party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of SBS the Party subject to such proceeding upon written request therefor by Voyagerthe non-subject Party. The parties further agree that[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, in the event of the commencement of a bankruptcy proceeding by or against Voyager under the United States Bankruptcy CodeMARKED BY BRACKETS, and an assignment of this Agreement is made for the benefit of creditors of VoyagerHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, then the rights and obligations of Voyager under this Agreement may be transferred and assigned only to another Person engaged in the business of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth in this AgreementAS AMENDED.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by SBS AbbVie or Reata are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States U.S. Bankruptcy CodeCode or any analogous provisions in any other country or jurisdiction, licenses of right to “intellectual property” as defined under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 101 of the U.S. Bankruptcy Code. The parties Parties agree that Voyagerthe Parties, as licensee, and SBS, as licensor, licensees of such rights under this Specific terms in this Exhibit have been redacted because such terms are both not material and would likely cause competitive harm to the Company if publicly disclosed. These redacted terms have been marked in this Exhibit with three asterisks [***]. Agreement, shall retain and may fully exercise all of its their rights and elections under the United States U.S. Bankruptcy CodeCode or any analogous provisions in any other country or jurisdiction. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against SBS either Party under the United States U.S. Bankruptcy CodeCode or any analogous provisions in any other country or jurisdiction, Voyager the Party that is not subject to such 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 Voyagerthe non-subject Party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Voyagerthe non-subject Party’s written request therefor, unless the party Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of SBS the Party subject to such proceeding upon written request therefor by Voyager. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Voyager under the United States Bankruptcy Code, and an assignment of this Agreement is made for the benefit of creditors of Voyager, then the rights and obligations of Voyager under this Agreement may be transferred and assigned only to another Person engaged in the business of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth in this Agreementnon-subject Party.

Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by SBS Arrowhead are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of right rights to “"intellectual property” " as defined under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 101 of the Bankruptcy Code. The parties Parties agree that VoyagerAmgen, as licensee, and SBS, as licensor, licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy CodeCode including without limitation Amgen's right to retain all licenses to Arrowhead Licensed Technology granted herein. Without limiting the generality of the foregoing, the Parties intend and agree that any sale of Arrowhead's assets under Section 363 of the Bankruptcy Code shall be subject to Amgen’s rights under Section 365(n), that Amgen cannot be compelled to accept a money satisfaction of its interests in Arrowhead Licensed Technology, and that any such sale therefore may not be made to a purchaser "free and clear" of Amgen's license rights without the consent of Amgen. The parties Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against SBS Arrowhead under the United States Bankruptcy Code, Voyager Amgen 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, whichand the same, if not already in Voyager’s its possession, shall be promptly delivered to it them (ai) upon any such commencement of a bankruptcy proceeding upon Voyager’s its written request therefor, unless the party subject to such proceeding Arrowhead elects to continue to perform all of its obligations under this Agreement Agreement, or (bii) if not delivered under (ai) above, following the rejection of this Agreement by or on behalf of SBS Arrowhead upon written request therefor by VoyagerAmgen. (The parties further Parties acknowledge and agree thatthat "embodiments" of intellectual property within the meaning of Section 365(n) include without limitation laboratory notebooks, in RNAi Molecules, inventory, research studies, data, and regulatory approvals). Additionally, if (a) a case under the event of the commencement of a bankruptcy proceeding Bankruptcy Code is commenced by or against Voyager under Arrowhead, (b) this Agreement is rejected as provided in the United States Bankruptcy Code, and an assignment of this Agreement is made for the benefit of creditors of Voyager, then the (c) Amgen elects to retain its rights and obligations of Voyager under this Agreement may be transferred and assigned only to another Person engaged hereunder as provided in the business of developing and commercializing pharmaceutical products that would reasonably be capable of performing the obligations set forth in this Agreement.Section 365(n)