Common use of Rights to Intellectual Property Clause in Contracts

Rights to Intellectual Property. All rights and licenses now or hereafter granted by Palatin to AMAG under or pursuant to any Section of this Agreement, including Sections 2.1, 2.2, 2.3, 2.5, 2.7, 2.8 and 2.9 hereof, are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED. agree that the payments provided for under Sections 3.1, 3.2, 3.3 and 3.4 and all other payments by AMAG to Palatin hereunder, other than royalty payments pursuant to Section 3.5, do not constitute royalties within the meaning of Section 365(n) of the Bankruptcy Code or relate to licenses of intellectual property hereunder. If (a) a case under the Bankruptcy Code is commenced by or against Palatin, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) AMAG elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then Palatin (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall provide to AMAG all intellectual property licensed hereunder, and agrees to grant and hereby grants to AMAG and its Affiliates a right to access and to obtain possession of and to benefit from and, in the case of any chemical or biological material or other tangible item of which there is a fixed or limited quantity, to obtain a pro rata portion of, each of the following to the extent related to any Compound, Product, Pharmaceutical Product or Product Delivery Device, or otherwise related to any right or license granted under or pursuant to this Agreement: (i) copies of pre-clinical and clinical research data and results; (ii) Product samples; (iii) Palatin Technology, (iv) laboratory notes and notebooks; (v) Product data or filings, and (vi) Rights of Reference in respect of regulatory filings and approvals, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code, and (vii) all other embodiments of such intellectual property, whether any of the foregoing are in Palatin’s possession or control or in the possession and control of any Third Party but which Palatin has the right to access or benefit from and to make available to AMAG. Palatin shall not interfere with the exercise by AMAG or its Affiliates 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 AMAG and its Affiliates to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable for AMAG or its Affiliates or Sublicensees to exercise such rights and licenses in accordance with this Agreement.

Rights to Intellectual Property. All rights and licenses now or hereafter granted by Palatin BioNTech to AMAG Pfizer under or pursuant to any Section of this Agreement, including Sections 2.1, 2.2, 2.32.3.1, 2.5, 2.7, 2.8 2.7 and 2.9 Section 7 hereof, are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED. agree that the payments provided for under Sections 3.1, 3.2, 3.3 and 3.1 through 3.4 and all other payments by AMAG Pfizer to Palatin BioNTech hereunder, other than royalty payments pursuant to Section 3.5, do not constitute royalties within the meaning of Section 365(n) of the Bankruptcy Code or relate to licenses of intellectual property hereunder. If (a) a case under the Bankruptcy Code is commenced by or against PalatinBioNTech, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) AMAG Pfizer elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then Palatin BioNTech (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall will provide to AMAG Pfizer all intellectual property licensed hereunder, and agrees to grant and hereby grants to AMAG Pfizer and its Affiliates a right to access and to obtain possession of and to benefit from and, in the case of any chemical or biological material or other tangible item of which there is a fixed or limited quantity, to obtain a pro rata portion of, each of the following to the extent related to any Compound, Candidate or Product, Pharmaceutical Product or Product Delivery Device, or otherwise related to any right or license granted under or pursuant to this Agreement: (i) copies of pre-clinical and clinical research data and results; (ii) Product samplesall of the following (to the extent that any of the following are so related): BioNTech Materials, cell lines, antibodies, assays, reagents and other biological materials; (iii) Palatin samples or Candidates and Products; (iv) BioNTech Technology and RNA Technology, (ivv) laboratory notes and notebooks; (vvi) Candidate and Product data or filings, and (vivii) Rights of Reference in respect of regulatory filings and approvals, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code, and (viiviii) all other embodiments of such intellectual property, whether any of the foregoing are in PalatinBioNTech’s possession or control or in the possession and control of any Third Party but which Palatin BioNTech has the right to access or benefit from and to make available to AMAGPfizer. Palatin shall BioNTech will not interfere with the exercise by AMAG Pfizer or its Affiliates 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 AMAG Pfizer and its Affiliates to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable useful for AMAG Pfizer or its Affiliates or Sublicensees to exercise such rights and licenses in accordance with this Agreement.

Rights to Intellectual Property. All rights and licenses now or hereafter granted by Palatin BIND to AMAG Pfizer under or pursuant to any Section of this Agreement, including Sections 2.1, 2.2, 2.3, 2.5, 2.7, 2.8 7.1 and 2.9 7.5 hereof, are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED. agree that the payments provided for under Sections 3.18.3, 3.28.4, 3.3 8.5, 8.6 and 3.4 8.7 and all other payments by AMAG Pfizer to Palatin BIND hereunder, other than royalty payments pursuant to Section 3.58.9, do not constitute royalties within the meaning of Section 365(n) of the Bankruptcy Code or relate to licenses of intellectual property hereunder. If (a) a case under the Bankruptcy Code is commenced by or against PalatinBIND, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) AMAG Pfizer elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then Palatin BIND (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall provide to AMAG Pfizer all intellectual property licensed hereunder, and agrees to grant and hereby grants to AMAG Pfizer and its Affiliates a right to access and to obtain possession of and to benefit from and, in the case of any chemical or biological material or other tangible item of which there is a fixed or limited quantity, to obtain a pro rata portion of, each of the following to the extent related to any Compound, Agreement Compound or Covered Product, Pharmaceutical Product or Product Delivery Device, or otherwise related to any right or license granted under or pursuant to this Agreement: (i) copies of pre-clinical and clinical research data and results; (ii) all of the following (to the extent that any of the following are so related): assays, reagents and other materials; (iii) Agreement Compound or Covered Product samples; (iiiiv) Palatin BIND Background Technology, (ivv) laboratory notes and notebooks; (vvi) Agreement Compound and Covered Product data or filings, and (vivii) Rights of Reference in respect of regulatory filings and approvals, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code, and (viiviii) all other embodiments of such intellectual property, whether any of the foregoing are in PalatinBIND’s possession or control or in the possession and control of any Third Party but which Palatin BIND has the right to access or benefit from and to make available to AMAGPfizer. Palatin BIND shall not interfere with the exercise by AMAG Pfizer or its Affiliates 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 AMAG Pfizer and its Affiliates to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable for AMAG Pfizer or its Affiliates or Sublicensees to exercise such rights and licenses in accordance with this Agreement.

Rights to Intellectual Property. All rights and licenses now or hereafter granted by Palatin Collaborator to AMAG Pfizer under or pursuant to any Section of this Agreement, including Sections 2.1, 2.2, 2.3, 2.5, 2.7, 2.8 and 2.9 hereof, are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED. agree that all of the payments provided for under Sections 3.1, 3.2, 3.3 and 3.4 3 and all other payments by AMAG Pfizer to Palatin Collaborator hereunder, other than royalty payments pursuant to Section 3.5, 3.5 do not constitute royalties within the meaning of Section 365(n) of the Bankruptcy Code or relate to licenses of intellectual property hereunder. If (a) a case under the Bankruptcy Code is commenced by or against PalatinCollaborator, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) AMAG Pfizer elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then Palatin Collaborator (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall provide to AMAG Pfizer all intellectual property licensed hereunder, and agrees to grant and hereby grants to AMAG Pfizer and its Affiliates a right to access and to obtain possession of and to benefit from and, in the case of any chemical or biological material or other tangible item of which there is a fixed or limited quantity, to obtain a pro rata portion of, each of the following to the extent related to any Compound, Antibody or Product, Pharmaceutical Product or Product Delivery Device, or otherwise related to any right or license granted under or pursuant to this Agreement: (i) copies of pre-clinical and clinical research data and results; (ii) all of the following (to the extent that any of the following are so related): cell lines, antibodies, assays, reagents and other biological materials; (iii) Product samples; (iii) Palatin Technology, (ivv) laboratory notes and notebooks; (vvi) Product data or filings, and (vivii) Rights rights of Reference reference in respect of regulatory filings and approvals, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code, and (viiviii) all other embodiments of such intellectual property, whether any of the foregoing are in PalatinCollaborator’s possession or control or in the possession and control of any Third Party but which Palatin Collaborator has the right to access or benefit from and to make available to AMAGPfizer; provided, however, that none of the foregoing shall include rights to the Collaborator Platform or Collaborator Platform Technology except as expressly licensed under this Agreement. Palatin *Confidential Treatment Requested. Collaborator shall not interfere with the exercise by AMAG Pfizer or its Affiliates 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 AMAG Pfizer and its Affiliates to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable for AMAG Pfizer or its Affiliates or Sublicensees to exercise such rights and licenses in accordance with this Agreement.

Rights to Intellectual Property. All rights and licenses now or hereafter granted by Palatin Company to AMAG Pfizer under or pursuant to any Section of this Agreement, including Sections 2.1, 2.2, 2.3, 2.5, 2.7, 2.8 2.2 and 2.9 4.2 hereof, are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED. agree that the payments provided for under Sections 3.1, 3.2, 3.3 Section 3 and 3.4 and all any other payments by AMAG Pfizer to Palatin Company hereunder, other than royalty payments pursuant to Section 3.53.3, do not constitute royalties within the meaning of Section 365(n) of the Bankruptcy Code or relate to licenses of intellectual property hereunder. If (a) a case under the Bankruptcy Code is commenced by or against PalatinCompany, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) AMAG Pfizer elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then Palatin Company (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall provide to AMAG Pfizer all intellectual property licensed hereunder, and agrees to grant and hereby grants to AMAG and its Affiliates a right to access and to obtain possession of and to benefit from and, in the case of any chemical or biological material or other tangible item of which there is a fixed or limited quantity, to obtain a pro rata portion of, each of the following to the extent related to any Compound, Product, Pharmaceutical Product or Product Delivery Device, or otherwise related to any right or license granted under or pursuant to this Agreement: (i) copies of pre-clinical and clinical research data and results; (ii) Product samples; (iii) Palatin Technology, (iv) laboratory notes and notebooks; (v) Product data or filings, and (vi) Rights of Reference in respect of regulatory filings and approvals, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code, and (vii) all other embodiments of such intellectual property, whether any of the foregoing are in Palatin’s possession or control or in the possession and control of any Third Party but which Palatin has the right to access or benefit from and to make available to AMAG. Palatin Company shall not interfere with the exercise by AMAG Pfizer or its Affiliates of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts commercially reasonable efforts to assist AMAG Pfizer and its Affiliates to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable for AMAG Pfizer or its Affiliates or Sublicensees to exercise such rights and licenses in accordance with this Agreement.. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. EXECUTION VERSION

Rights to Intellectual Property. All rights and licenses now or hereafter granted by Palatin BioNTech to AMAG Pfizer under or pursuant to any Section of this Agreement, including Sections 2.1Sections3.1.1, 2.23.2.1, 2.33.3, 2.5, 2.7, 2.8 3.4.1 and 2.9 3.5.1 and Section 10 hereof, are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED. agree that the payments provided for under Sections 3.1, 3.2, 3.3 and 3.4 5 and all other payments by AMAG Pfizer to Palatin hereunder, other than royalty payments pursuant to Section 3.5, BioNTech hereunder or under the Commercialization Agreement do not constitute royalties within the meaning of Section 365(n) of the Bankruptcy Code or relate to licenses of intellectual property hereunder. If (a) a case under the Bankruptcy Code is commenced by or against PalatinBioNTech, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) AMAG Pfizer elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then Palatin BioNTech (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall will provide to AMAG Pfizer all intellectual property Intellectual Property Rights licensed hereunder, and agrees to grant and hereby grants to AMAG Pfizer and its Affiliates a right to access and to obtain possession of and to benefit from and, in the case of any chemical or biological material or other tangible item of which there is a fixed or limited quantity, to obtain a pro rata portion of, each of the following to the extent related to any Compound, Candidate or Product, Pharmaceutical Product or Product Delivery Device, or otherwise related to any right or license granted under or pursuant to this Agreement: (i) copies of pre-clinical and clinical research data and results; (ii) Product samplesall of the following (to the extent that any of the following are so related): BioNTech Materials, cell lines, antibodies, assays, reagents and other biological materials; (iii) Palatin samples or Candidates and Products; (iv) BioNTech Technology, Product Technology, and RNA Technology, (ivv) laboratory notes and notebooks; (vvi) Candidate and Product data or filings, and (vivii) Rights rights of Reference reference in respect of regulatory filings for and approvalsRegulatory Approvals, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code, and (viiviii) all other embodiments of such intellectual property, whether any of the foregoing are in PalatinBioNTech’s possession or control or in the possession and control of any Third Party but which Palatin BioNTech has the right to access or benefit from and to make available to AMAGPfizer. Palatin shall BioNTech will not interfere with the exercise by AMAG Pfizer or its Affiliates of rights and licenses to intellectual property Intellectual Property Rights licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts to assist AMAG Pfizer and its Affiliates to obtain such intellectual property Intellectual Property Rights and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable useful for AMAG Pfizer or its Affiliates or Sublicensees to exercise such rights and licenses in accordance with this Agreement.

Rights to Intellectual Property. All rights and licenses now or hereafter granted by Palatin one Party to AMAG the other Party under or pursuant to any Section of this Agreement, including Sections 2.1, 2.22.4, 2.3, 2.5, 2.7, 2.8 2.5 and 2.9 hereof, 2.7 are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED. agree that the payments provided for under Sections 3.1, 3.2, 3.3 and 3.4 and all by one Party to the other payments by AMAG to Palatin Party hereunder, other than royalty payments pursuant to Section 3.5, do not constitute royalties within the meaning of Section 365(n) of the Bankruptcy Code or relate to licenses of intellectual property hereunder. If (a) a case under the Bankruptcy Code is commenced by or against Palatina Party, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) AMAG the other Party elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then Palatin such Party (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall will provide to AMAG the other Party all intellectual property licensed hereunder, and agrees to grant and hereby grants to AMAG the other Party and its Affiliates a right to access and to obtain possession of and to benefit from and, in the case of any chemical or biological material or other tangible item of which there is a fixed or limited quantity, to obtain a pro rata portion of, each of the following to the extent related to any Compound, Compound or Product, Pharmaceutical Product or Product Delivery Device, or otherwise related to any right or license granted to such other Party under or pursuant to this Agreement: (i) copies of pre-clinical and clinical research data and results; (ii) Product samplessamples and tangible materials; (iiiiv) Palatin Technologythe technology that is licensed to the other Party hereunder, (ivv) laboratory notes and notebooks; (vvi) Product data or filings, and (vivii) Rights of Reference in respect of regulatory filings and approvals, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code, and (viiviii) all other embodiments of such intellectual property, whether any of the foregoing are in Palatinsuch Party’s possession or control or in the possession and control of any Third Party but which Palatin such Party has the right to access or benefit from and to make available to AMAGthe other Party. Palatin shall Such Party will not interfere with the exercise by AMAG the other Party or its Affiliates 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 AMAG the other Party and its Affiliates to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable for AMAG the other Party or its Affiliates or Sublicensees to exercise such rights and licenses in accordance with this Agreement.

Rights to Intellectual Property. All rights and licenses now or hereafter granted by Palatin Valneva to AMAG Pfizer under or pursuant to any Section of this Agreement, including Sections 2.1, 2.2, 2.3, 2.52.6.2, 2.7, 2.8 2.10, 2.12 and 2.9 2.13 hereof, are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED. agree that the payments provided for under Sections 3.1, 3.2, 3.1 and 3.3 and 3.4 and all other payments by AMAG Pfizer to Palatin Valneva hereunder, other than royalty payments pursuant to Section 3.53.4, do not constitute royalties within the meaning of Section 365(n) of the Bankruptcy Code or relate to licenses of intellectual property hereunder. If (a) a case under the Bankruptcy Code is commenced by or against PalatinValneva, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) AMAG Pfizer elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then Palatin Valneva (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall will provide to AMAG Pfizer all intellectual property licensed hereunder, and agrees to grant and hereby grants to AMAG Pfizer and [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. its Affiliates a right to access and to obtain possession of and to benefit from and, in the case of any chemical or biological material or other tangible item of which there is a fixed or limited quantity, to obtain a pro rata portion of, each of the following to the extent related to any Compound, Vaccine or Product, Pharmaceutical Product or Product Delivery Device, or otherwise related to any right or license granted under or pursuant to this Agreement: (i) copies of pre-clinical and clinical research data and results; (ii) all of the following (to the extent that any of the following are so related): Valneva Materials; (iii) Product samples; (iiiiv) Palatin Valneva Technology, (ivv) laboratory notes and notebooks; (vvi) Product data or filings, and (vivii) Rights of Reference in respect of regulatory filings and approvals, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code, and (viiviii) all other embodiments of such intellectual property, whether any of the foregoing are in Palatin’s Valneva’ s possession or control or in the possession and control of any Third Party but which Palatin Valneva has the right to access or benefit from and to make available to AMAGPfizer. Palatin shall Valneva will not interfere with the exercise by AMAG Pfizer or its Affiliates 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 AMAG Pfizer and its Affiliates to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable for AMAG Pfizer or its Affiliates or Sublicensees to exercise such rights and licenses in accordance with this Agreement.

Rights to Intellectual Property. All rights and licenses now or hereafter granted by Palatin BioNTech to AMAG Pfizer under or pursuant to any Section of this Agreement, including Sections 2.13.1.1, 2.23.2.1, 2.33.3, 2.53.4.1, 2.7, 2.8 3.5.1 and 2.9 Section 9 hereof, are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED. agree that the payments provided for under Sections 3.1, 3.2, 3.3 and 3.4 4 and all other payments by AMAG Pfizer to Palatin hereunder, other than royalty payments pursuant to Section 3.5, BioNTech hereunder or under this Agreement do not constitute royalties within the meaning of Section 365(n) of the Bankruptcy Code or relate to licenses of intellectual property hereunder. If (a) a case under the Bankruptcy Code is commenced by or against PalatinBioNTech, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) AMAG Pfizer elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then Palatin BioNTech (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall will provide to AMAG Pfizer all intellectual property Intellectual Property Rights licensed hereunder, and agrees to grant and hereby grants to AMAG Pfizer and its Affiliates a right to access and to obtain possession of and to benefit from and, in the case of any chemical or biological material or other tangible item of which there is a fixed or limited quantity, to obtain a pro rata portion of, each of the following to the extent related to any Compound, Candidate or Product, Pharmaceutical Product or Product Delivery Device, or otherwise related to any right or license granted under or pursuant to this Agreement: (i) copies of pre-clinical and clinical research data and results; (ii) Product samplesall of the following (to the extent that any of the following are so related): BioNTech Materials, cell lines, antibodies, assays, reagents and other biological materials; (iii) Palatin samples or Candidates and Products; (iv) BioNTech Technology, Product Technology, and RNA Technology, (ivv) laboratory notes and notebooks; (vvi) Candidate and Product data or filings, and (vivii) Rights rights of Reference reference in respect of regulatory filings for and approvalsRegulatory Approvals, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code, and (viiviii) all other embodiments of such intellectual property, whether any of the foregoing are in PalatinBioNTech’s possession or control or in the possession and control of any Third Party but which Palatin BioNTech has the right to access or benefit from and to make available to AMAGPfizer. Palatin shall BioNTech will not interfere with the exercise by AMAG Pfizer or its Affiliates of rights and licenses to intellectual property Intellectual Property Rights licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts to assist AMAG Pfizer and its Affiliates to obtain such intellectual property Intellectual Property Rights and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable useful for AMAG Pfizer or its Affiliates or Sublicensees to exercise such rights and licenses in accordance with this Agreement.