Common use of Rights to Intellectual Property Clause in Contracts

Rights to Intellectual Property. All rights and licenses now or hereafter granted by BIND to Pfizer under or pursuant to any Section of this Agreement, including Sections 7.1 and 7.5 hereof, are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and agree that the payments provided for under Sections 8.3, 8.4, 8.5, 8.6 and 8.7 and all other payments by Pfizer to BIND hereunder, other than royalty payments pursuant to Section 8.9, 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 BIND, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) Pfizer elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then BIND (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall provide to Pfizer all intellectual property licensed hereunder, and agrees to grant and hereby grants to 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 Agreement Compound or Covered Product, 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; (iv) BIND Background Technology, (v) laboratory notes and notebooks; (vi) Agreement Compound and Covered Product data or filings, and (vii) 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 (viii) all other embodiments of such intellectual property, whether any of the foregoing are in BIND’s possession or control or in the possession and control of any Third Party but which BIND has the right to access or benefit from and to make available to Pfizer. BIND shall not interfere with the exercise by 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 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 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 BIND Palatin to Pfizer AMAG under or pursuant to any Section of this Agreement, including Sections 7.1 2.1, 2.2, 2.3, 2.5, 2.7, 2.8 and 7.5 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 8.33.1, 8.43.2, 8.5, 8.6 3.3 and 8.7 3.4 and all other payments by Pfizer AMAG to BIND Palatin hereunder, other than royalty payments pursuant to Section 8.93.5, 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 BINDPalatin, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) Pfizer AMAG elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then BIND Palatin (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall provide to Pfizer AMAG all intellectual property licensed hereunder, and agrees to grant and hereby grants to Pfizer 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 Agreement Compound Compound, Product, Pharmaceutical Product or Covered ProductProduct 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 materialsProduct samples; (iii) Agreement Compound or Covered Product samples; (iv) BIND Background Palatin Technology, (viv) laboratory notes and notebooks; (viv) Agreement Compound and Covered Product data or filings, and (viivi) 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 (viiivii) all other embodiments of such intellectual property, whether any of the foregoing are in BINDPalatin’s possession or control or in the possession and control of any Third Party but which BIND Palatin has the right to access or benefit from and to make available to PfizerAMAG. BIND Palatin shall not interfere with the exercise by Pfizer 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 Pfizer 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 Pfizer 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 BIND BioNTech to Pfizer under or pursuant to any Section of this Agreement, including Sections 7.1 2.1, 2.2, 2.3.1, 2.7 and 7.5 Section 7 hereof, are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and agree that the payments provided for under Sections 8.3, 8.4, 8.5, 8.6 and 8.7 3.1 through 3.4 and all other payments by Pfizer to BIND BioNTech hereunder, other than royalty payments pursuant to Section 8.93.5, 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 BINDBioNTech, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) Pfizer elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then BIND BioNTech (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall will provide to Pfizer all intellectual property licensed hereunder, and agrees to grant and hereby grants to 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 Agreement Compound Candidate or Covered Product, 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): BioNTech Materials, cell lines, antibodies, assays, reagents and other biological materials; (iii) Agreement Compound samples or Covered Product samplesCandidates and Products; (iv) BIND Background BioNTech Technology and RNA Technology, (v) laboratory notes and notebooks; (vi) Agreement Compound Candidate and Covered Product data or filings, and (vii) 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 (viii) all other embodiments of such intellectual property, whether any of the foregoing are in BINDBioNTech’s possession or control or in the possession and control of any Third Party but which BIND BioNTech has the right to access or benefit from and to make available to Pfizer. BIND shall BioNTech will not interfere with the exercise by 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 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 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 BIND Company to Pfizer under or pursuant to any Section of this Agreement, including Sections 7.1 2.1, 2.2 and 7.5 4.2 hereof, are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and agree that the payments provided for under Sections 8.3, 8.4, 8.5, 8.6 Section 3 and 8.7 and all any other payments by Pfizer to BIND Company hereunder, other than royalty payments pursuant to Section 8.93.3, 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 BINDCompany, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) Pfizer elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then BIND Company (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall provide to Pfizer all intellectual property licensed hereunder, and agrees to grant and hereby grants to 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 Agreement Compound or Covered Product, 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; (iv) BIND Background Technology, (v) laboratory notes and notebooks; (vi) Agreement Compound and Covered Product data or filings, and (vii) 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 (viii) all other embodiments of such intellectual property, whether any of the foregoing are in BIND’s possession or control or in the possession and control of any Third Party but which BIND has the right to access or benefit from and to make available to Pfizer. BIND Company shall not interfere with the exercise by 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 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 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 BIND Collaborator to Pfizer under or pursuant to any Section of this Agreement, including Sections 7.1 and 7.5 hereof, are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and agree that all of the payments provided for under Sections 8.3, 8.4, 8.5, 8.6 and 8.7 3 and all other payments by Pfizer to BIND Collaborator hereunder, other than royalty payments pursuant to Section 8.9, 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 BINDCollaborator, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) Pfizer elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then BIND Collaborator (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall provide to Pfizer all intellectual property licensed hereunder, and agrees to grant and hereby grants to 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 Agreement Compound Antibody or Covered Product, 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) Agreement Compound or Covered Product samples; (iv) BIND Background Technology, (v) laboratory notes and notebooks; (vi) Agreement Compound and Covered Product data or filings, and (vii) 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 (viii) all other embodiments of such intellectual property, whether any of the foregoing are in BINDCollaborator’s possession or control or in the possession and control of any Third Party but which BIND Collaborator has the right to access or benefit from and to make available to Pfizer; 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. BIND *Confidential Treatment Requested. Collaborator shall not interfere with the exercise by 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 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 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 BIND one Party to Pfizer the other Party under or pursuant to any Section of this Agreement, including Sections 7.1 2.1, 2.4, 2.5 and 7.5 hereof, 2.7 are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and agree that the payments provided for under Sections 8.3, 8.4, 8.5, 8.6 and 8.7 and all by one Party to the other payments by Pfizer to BIND Party hereunder, other than royalty payments pursuant to Section 8.93.5, 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 BINDa Party, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) Pfizer the other Party elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then BIND such Party (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall will provide to Pfizer the other Party all intellectual property licensed hereunder, and agrees to grant and hereby grants to Pfizer 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 Agreement Compound or Covered Product, 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) all of the following (to the extent that any of the following are so related): assays, reagents Product samples and other tangible materials; (iii) Agreement Compound or Covered Product samples; (iv) BIND Background Technologythe technology that is licensed to the other Party hereunder, (v) laboratory notes and notebooks; (vi) Agreement Compound and Covered Product data or filings, and (vii) 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 (viii) all other embodiments of such intellectual property, whether any of the foregoing are in BINDsuch Party’s possession or control or in the possession and control of any Third Party but which BIND such Party has the right to access or benefit from and to make available to Pfizerthe other Party. BIND shall Such Party will not interfere with the exercise by Pfizer 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 Pfizer 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 Pfizer 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 BIND to Pfizer under or pursuant to any Section of this Agreement, including Sections 7.1 and 7.5 hereof, are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and agree that the payments provided for under Sections 8.3, 8.4, 8.5, 8.6 and 8.7 and all other payments by Pfizer to BIND hereunder, other than royalty payments pursuant to Section 8.9, 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 Title 11 case under the Bankruptcy Code is commenced by or against BINDthe Debtor Party, (b) this Agreement is rejected as provided in the Bankruptcy Code Title 11, and (c) Pfizer the Non-Debtor Party elects to retain its rights hereunder under this Agreement as provided in Section 365(n) of the Bankruptcy CodeTitle 11, then BIND the Debtor Party (in any capacity, including debtor-in-possession) and its successors and assigns (including any including, without limitation, a Title 11 trustee) shall provide to Pfizer the Non-Debtor Party all such intellectual property (including all embodiments thereof) held by the Debtor Party and such successors and assigns, or otherwise available to them, immediately upon the Non-Debtor Party’s written request. Whenever the Debtor Party or any of its successors or assigns provides to the Non-Debtor Party any of the intellectual property licensed hereunder, and agrees to grant and hereby grants to Pfizer and its Affiliates a right to access and to obtain possession of and to benefit from and, in the case of under this Agreement (or 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 Agreement Compound or Covered Product, or otherwise related to any right or license granted under or embodiment thereof) pursuant to this Agreement: Section 10.5 (i) copies of preProvision for Insolvency), the Non-clinical and clinical research data and results; (ii) all Debtor Party shall have the right to perform the obligations of the following (Debtor Party under this Agreement with respect to the extent that any of the following are so related): assays, reagents and other materials; (iii) Agreement Compound or Covered Product samples; (iv) BIND Background Technology, (v) laboratory notes and notebooks; (vi) Agreement Compound and Covered Product data or filings, and (vii) 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 (viii) all other embodiments of such intellectual property, whether but neither such provision nor such performance by the Non-Debtor Party shall release the Debtor Party from any such obligation or liability for failing to perform it. The Parties hereto acknowledge and agree that the Development Milestone Payments to be paid under Section 6.2 (Development Milestone Payments) (and any other payment by Ono to Progenics under this Agreement other than the royalties to be paid under Section 6.4 (Royalty Payments) and Commercialization Payments to be paid under Section 6.3 (Commercialization Milestone Payments)) do not constitute “royalties” within the meaning of the foregoing are in BIND’s possession Title 11 or control or in the possession and control relate to licenses of any Third Party but which BIND has the right to access or benefit from and to make available to Pfizer. BIND shall not interfere with the exercise by 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 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 Pfizer or its Affiliates or Sublicensees to exercise such rights and licenses in accordance with under this Agreement.. [*] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

Rights to Intellectual Property. All rights and licenses now or hereafter granted by BIND BioNTech to Pfizer under or pursuant to any Section of this Agreement, including Sections 7.1 Sections3.1.1, 3.2.1, 3.3, 3.4.1 and 7.5 3.5.1 and Section 10 hereof, are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and agree that the payments provided for under Sections 8.3, 8.4, 8.5, 8.6 and 8.7 5 and all other payments by Pfizer to BIND hereunder, other than royalty payments pursuant to Section 8.9, 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 BINDBioNTech, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) Pfizer elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then BIND BioNTech (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall will provide to Pfizer all intellectual property Intellectual Property Rights licensed hereunder, and agrees to grant and hereby grants to 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 Agreement Compound Candidate or Covered Product, 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): BioNTech Materials, cell lines, antibodies, assays, reagents and other biological materials; (iii) Agreement Compound samples or Covered Product samplesCandidates and Products; (iv) BIND Background BioNTech Technology, Product Technology, and RNA Technology, (v) laboratory notes and notebooks; (vi) Agreement Compound Candidate and Covered Product data or filings, and (vii) 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 (viii) all other embodiments of such intellectual property, whether any of the foregoing are in BIND’s possession or control or in the possession and control of any Third Party but which BIND has the right to access or benefit from and to make available to Pfizer. BIND shall not interfere with the exercise by 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 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 Pfizer or its Affiliates or Sublicensees to exercise such rights and licenses in accordance with this Agreement.and

Rights to Intellectual Property. All rights and licenses now or hereafter granted by BIND BioNTech to Pfizer under or pursuant to any Section of this Agreement, including Sections 7.1 Sections3.1.1, 3.2.1, 3.3, 3.4.1 and 7.5 3.5.1 and Section 10 hereof, are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and agree that the payments provided for under Sections 8.3, 8.4, 8.5, 8.6 and 8.7 5 and all other payments by Pfizer to BIND hereunder, other than royalty payments pursuant to Section 8.9, 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 BINDBioNTech, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) Pfizer elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then BIND BioNTech (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall will provide to Pfizer all intellectual property Intellectual Property Rights licensed hereunder, and agrees to grant and hereby grants to 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 Agreement Compound Candidate or Covered Product, 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): BioNTech Materials, cell lines, antibodies, assays, reagents and other biological materials; (iii) Agreement Compound samples or Covered Product samplesCandidates and Products; (iv) BIND Background BioNTech Technology, Product Technology, and RNA Technology, (v) laboratory notes and notebooks; (vi) Agreement Compound Candidate and Covered Product data or filings, and (vii) 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 (viii) all other embodiments of such intellectual property, whether any of the foregoing are in BINDBioNTech’s possession or control or in the possession and control of any Third Party but which BIND BioNTech has the right to access or benefit from and to make available to Pfizer. BIND shall BioNTech will not interfere with the exercise by 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 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 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 BIND BioNTech to Pfizer under or pursuant to any Section of this Agreement, including Sections 7.1 3.1.1, 3.2.1, 3.3, 3.4.1, 3.5.1 and 7.5 Section 9 hereof, are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and agree that the payments provided for under Sections 8.3, 8.4, 8.5, 8.6 and 8.7 4 and all other payments by Pfizer to BIND hereunder, other than royalty payments pursuant to Section 8.9, 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 BINDBioNTech, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) Pfizer elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then BIND BioNTech (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall will provide to Pfizer all intellectual property Intellectual Property Rights licensed hereunder, and agrees to grant and hereby grants to 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 Agreement Compound Candidate or Covered Product, 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): BioNTech Materials, cell lines, antibodies, assays, reagents and other biological materials; (iii) Agreement Compound samples or Covered Product samplesCandidates and Products; (iv) BIND Background BioNTech Technology, Product Technology, and RNA Technology, (v) laboratory notes and notebooks; (vi) Agreement Compound Candidate and Covered Product data or filings, and (vii) 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 (viii) all other embodiments of such intellectual property, whether any of the foregoing are in BINDBioNTech’s possession or control or in the possession and control of any Third Party but which BIND BioNTech has the right to access or benefit from and to make available to Pfizer. BIND shall BioNTech will not interfere with the exercise by 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 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 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 BIND Valneva to Pfizer under or pursuant to any Section of this Agreement, including Sections 7.1 2.1, 2.2, 2.3, 2.6.2, 2.7, 2.10, 2.12 and 7.5 2.13 hereof, are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and agree that the payments provided for under Sections 8.3, 8.4, 8.5, 8.6 3.1 and 8.7 3.3 and all other payments by Pfizer to BIND Valneva hereunder, other than royalty payments pursuant to Section 8.93.4, 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 BINDValneva, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) Pfizer elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then BIND Valneva (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall will provide to Pfizer all intellectual property licensed hereunder, and agrees to grant and hereby grants to 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 Agreement Compound Vaccine or Covered Product, 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 materialsValneva Materials; (iii) Agreement Compound or Covered Product samples; (iv) BIND Background Valneva Technology, (v) laboratory notes and notebooks; (vi) Agreement Compound and Covered Product data or filings, and (vii) 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 (viii) all other embodiments of such intellectual property, whether any of the foregoing are in BIND’s Valneva’ s possession or control or in the possession and control of any Third Party but which BIND Valneva has the right to access or benefit from and to make available to Pfizer. BIND shall Valneva will not interfere with the exercise by 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 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 Pfizer or its Affiliates or Sublicensees to exercise such rights and licenses in accordance with this Agreement.