Common use of Termination Upon Bankruptcy Clause in Contracts

Termination Upon Bankruptcy. If either Party makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over all or substantially all of its property, files a petition or commences a proceeding under any bankruptcy or insolvency act in any state or country or has any such petition or application filed against it which is not discharged within [***] of the filing thereof, then the other Party may thereafter terminate this Agreement effective [***] upon written notice to such Party. All rights and licenses granted under or pursuant to this Agreement by WuXi Biologics are, and will otherwise be deemed to be, for purposes of the relevant provisions of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 (“BIA”), including Sections 65.11(7), 65.13(9), 72.1 and 246.1 of the BIA; and the relevant provisions of the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36 (“CCAA”), including Sections 32(6) and 36(8) of the CCAA (the BIA and CCAA being referred to collectively as the “Insolvency Legislation”), a grant of a “right to use” “intellectual property” as used in the Insolvency Legislation. The Parties agree that Licensee and its Affiliates and sublicensees, as licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the Insolvency Legislation subject to the payment of amounts provided for herein. Without limiting Licensee’s rights under the Insolvency Legislation, if WuXi Biologics becomes insolvent or makes an assignment for the benefit of its creditors or there is filed by or against it any bankruptcy, receivership, reorganization or similar proceeding pursuant to or under the Insolvency Legislation or otherwise, Licensee will be entitled to a copy of any and all information specified in the Technology Transfer Package unless WuXi Biologics, or its trustee or receiver, elects within [***] to continue to perform all of its obligations under this Agreement.

Termination Upon Bankruptcy. If either Party makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over all or substantially all of its property, files a petition or commences a proceeding under any bankruptcy or insolvency act in any state or country or has any such petition or application filed against it which is not discharged within [***] ([***]) days of the filing thereof, then the other Party may thereafter terminate this Agreement effective [***] immediately upon written notice to such Party. All rights and licenses granted under or pursuant to this Agreement by WuXi Biologics Acuitas are, and will otherwise be deemed to be, for purposes of the relevant provisions of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 (“BIA”), including Sections 65.11(7), 65.13(9), 72.1 and 246.1 of the BIA; and the relevant provisions of the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36 (“CCAA”), including Sections 32(6) and 36(8) of the CCAA (the BIA and CCAA being referred to collectively as the “Insolvency Legislation”), a grant of a “right to use” “intellectual property” as used in the Insolvency Legislation. The Parties agree that Licensee Omega and its Affiliates and sublicenseesAffiliates, as licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the Insolvency Legislation subject to the payment of amounts provided for herein. Without limiting LicenseeOmega’s rights under the Insolvency Legislation, if WuXi Biologics Acuitas becomes insolvent or makes an assignment for the benefit of its creditors or there is filed by or against it the Acuitas any bankruptcy, receivership, reorganization or similar proceeding pursuant to or under the Insolvency Legislation or otherwise, Licensee Omega will be entitled to a copy of any and all information specified such intellectual property and all embodiments of such intellectual property, and the same, if not already in the Technology Transfer Package possession of Omega, will be promptly delivered to Omega (a) if requested by Omega, before this Agreement is rejected, disclaimed, repudiated, rescinded or terminated by or on behalf of Acuitas, within [***] ([***]) days after Omega’s written request, unless WuXi BiologicsAcuitas, or its trustee or receiver, elects within [***] ([***]) days to continue to perform all of its obligations under this Agreement, or (b) forthwith, if requested by Omega after any rejection, disclaimer, repudiation, recission or termination of this Agreement by or on behalf of Acuitas, if not previously delivered as provided under clause (a) above. All rights of the Parties under this Section 9.4 and under the relevant intellectual property provisions of the Insolvency Legislation are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, the Insolvency Legislation, and any other applicable Laws.

Termination Upon Bankruptcy. If either Party makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over all or substantially all of its property, files a petition or commences a proceeding under any bankruptcy or insolvency act in any state or country or has any such petition or application filed against it which is not discharged within [***] of the filing thereof, then the other Party may thereafter terminate this License Agreement effective [***] immediately upon written notice to such Party. All rights and licenses granted under or pursuant to this License Agreement by WuXi Biologics Acuitas are, and will otherwise be deemed to be, for purposes of the relevant provisions Section 65.11(7) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 (“BIA”), including Sections 65.11(7), 65.13(9), 72.1 and 246.1 of the BIA; and the relevant provisions Section 32(6) of the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36 (“CCAA”), including Sections 32(6) and 36(8) of the CCAA (the BIA and CCAA being referred to collectively as the “Insolvency Legislation”), a grant of a “right to use” “use intellectual property” as used in the Insolvency Legislation. The Parties agree that Licensee Verve and its Affiliates and sublicenseesSublicensees, as licensees of such rights under this License Agreement, will retain and may fully exercise all of their rights and elections under the Insolvency Legislation subject to the payment of amounts provided for herein. Without limiting LicenseeVerve’s rights under the Insolvency Legislation, if WuXi Biologics Acuitas becomes insolvent or makes an assignment for the benefit of its creditors or there is filed by or against it Acuitas any bankruptcy, receivership, reorganization or similar proceeding pursuant to or under the Insolvency Legislation or otherwise, Licensee will Verve shall be entitled to a copy of any and all information specified such intellectual property and all embodiments of such intellectual property, and the same, if not in the Technology Transfer Package possession of Acuitas, shall be promptly delivered to it (a) before this License Agreement is disclaimed, repudiated, rescinded or terminated by or on behalf of Acuitas, within [**] after Verve’s written request, unless WuXi BiologicsAcuitas, or its trustee or receiver, elects within [***] to continue to perform all of its obligations under this License Agreement, or (b) after any disclaimer, repudiation, rescission or termination of this License Agreement by or on behalf of Acuitas, if not previously delivered as provided under clause (a) above. All rights of the Parties under this Section 10.4 and under the Insolvency Legislation are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this License Agreement, the Insolvency Legislation, and any other applicable Laws.

Termination Upon Bankruptcy. If either Party makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over all or substantially all of its property, files a petition or commences a proceeding under any bankruptcy or insolvency act in any state or country or has any such petition or application filed against it which is not discharged within [***] of the filing thereof, then the other Party may thereafter terminate this Agreement effective [***] immediately upon written notice to such Party. All rights and licenses granted under or pursuant to this Agreement by WuXi Biologics Acuitas are, and will otherwise be deemed to be, for purposes of the relevant provisions Section 65.11(7) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 (“BIA”), including Sections 65.11(7), 65.13(9), 72.1 and 246.1 of the BIA; and the relevant provisions Section 32(6) of the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36 (“CCAA”), including Sections 32(6) and 36(8) of the CCAA (the BIA and CCAA being referred to collectively as the “Insolvency Legislation”), a grant of a “right to use” “use intellectual property” as used in the Insolvency Legislation. The Parties agree that Licensee Verve and its Affiliates and sublicenseesAffiliates, as licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the Insolvency Legislation subject to the payment of amounts provided for herein. Without limiting LicenseeVerve’s rights under the Insolvency Legislation, if WuXi Biologics Acuitas becomes insolvent or makes an assignment for the benefit of its creditors or there is filed by or against it the Acuitas any bankruptcy, receivership, reorganization or similar proceeding pursuant to or under the Insolvency Legislation or otherwise, Licensee will Verve shall be entitled to a copy of any and all information specified such intellectual property and all embodiments of such intellectual property, and the same, if not in the Technology Transfer Package possession of Acuitas, shall be promptly delivered to it (a) before this Agreement is rejected by or on behalf of Acuitas, within [**] after Verve’s written request, unless WuXi BiologicsAcuitas, or its trustee or receiver, elects within [***] to continue to perform all of its obligations under this Agreement, or (b) after any rejection of this Agreement by or on behalf of Acuitas, if not previously delivered as provided under clause (a) above. All rights of the Parties under this Section 9.4 and under Section 65.11(7) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 and Section 32(6) of the Companies’ Creditors Arrangement Act are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, the Insolvency Legislation, and any other applicable Laws.

Termination Upon Bankruptcy. If either A Party makes an assignment shall be deemed a “Debtor” under this Agreement if, at any time during which a Party has rights to the other Party’s Intellectual Property Rights under this Agreement, (a) a case is commenced by or against such Party under the Bankruptcy Code, (b) such Party files for or is subject to the institution of bankruptcy, liquidation or receivership proceedings (other than a case under the Bankruptcy Code), (c) such Party assigns all or substantially all of its assets for the benefit of creditors, appoints or suffers appointment of (d) a receiver or trustee over all custodian is appointed for such Party’s business, or (e) substantially all of its propertysuch Party’s business is subject to attachment or similar process; provided however, files that in the case of any involuntary case under the Bankruptcy Code, such Party shall not be deemed a petition or commences a proceeding under any bankruptcy or insolvency act in any state or country or has any such petition or application filed against it which Debtor if the case is not discharged dismissed within [***] of after the filing commencement thereof. In the event that such Party is deemed a Debtor, then the other Party may thereafter terminate this Agreement effective [***] upon by providing written notice to such Partythe Debtor. All rights and licenses granted under or pursuant to this Agreement by WuXi Biologics Nektar are, and will otherwise shall be deemed to be, for purposes of the relevant provisions Section 365(n) of the Bankruptcy and Insolvency ActCode, R.S.C. 1985, c. B-3 (“BIA”), including Sections 65.11(7), 65.13(9), 72.1 and 246.1 licenses of the BIA; and the relevant provisions of the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36 (“CCAA”), including Sections 32(6) and 36(8) of the CCAA (the BIA and CCAA being referred rights to collectively as the “Insolvency Legislation”), a grant of a “right to use” “intellectual property” as used in defined under Section 101 of the Insolvency LegislationBankruptcy Code. The 49/66 Collaboration & License Agreement_Nektar_Daiichi Sankyo Europe_May 2016 ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 Parties agree that Licensee and its Affiliates and sublicenseesthe Parties, as licensees of such rights under this Agreement, will shall retain and may fully exercise all of their rights and elections under the Insolvency Legislation subject to Bankruptcy Code. If a Party is the payment of amounts provided for herein. Without limiting Licensee’s rights under Debtor, then the Insolvency Legislation, if WuXi Biologics becomes insolvent or makes an assignment for the benefit of its creditors or there is filed by or against it any bankruptcy, receivership, reorganization or similar proceeding pursuant to or under the Insolvency Legislation or otherwise, Licensee will other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any such intellectual property necessary to enjoy the benefits of this Agreement and all information specified embodiments of such intellectual property, and if not already in the Technology Transfer Package unless WuXi Biologicsnon-Debtor Party’s possession, such shall be promptly delivered to such Party upon its written request therefor and in the case where Nektar is the Debtor, the same shall not affect Daiichi Sankyo’s payment or its trustee or receiver, elects within [***] other obligations to continue to perform all of its obligations under this AgreementNektar hereunder.

Termination Upon Bankruptcy. If either Party makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over all or substantially all of its property, files a petition or commences a proceeding under any bankruptcy or insolvency act in any state or country or has any such petition or application filed against it which is not discharged within [***] one hundred twenty (120) days of the filing thereof, then the other Party may thereafter terminate this License Agreement effective [***] immediately upon written notice to such Party. All rights and licenses granted under or pursuant to this License Agreement by WuXi Biologics Acuitas are, and will otherwise be deemed to be, for purposes of the relevant provisions Section 65.11(7) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 (“BIA”), including Sections 65.11(7), 65.13(9), 72.1 and 246.1 of the BIA; and the relevant provisions Section 32(6) of the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36 C-36, and comparable laws in other jurisdictions (“CCAA”), including Sections 32(6) and 36(8) of the CCAA (the BIA and CCAA being referred to collectively as the “Insolvency Legislation”), a grant of a “right to use” “use intellectual property” as used in the Insolvency Legislation. The Parties agree that Licensee GreenLight and its Affiliates and sublicenseesSublicensees, as licensees of such rights under this License Agreement, will retain and may fully exercise all of their rights and elections under the Insolvency Legislation subject to the payment of amounts provided for herein. Without limiting LicenseeGreenLight’s rights under the Insolvency Legislation, if WuXi Biologics Acuitas becomes insolvent or makes an assignment for the benefit of its creditors or there is filed by or against it Acuitas any bankruptcy, receivership, reorganization or similar proceeding pursuant to or under the Insolvency Legislation or otherwise, Licensee will GreenLight shall be entitled to a copy of any and all information specified such intellectual property and all embodiments of such intellectual property, and the same, if not in the Technology Transfer Package possession of Acuitas, shall be promptly delivered to it (a) before this License Agreement is disclaimed, repudiated, rescinded or terminated by or on behalf of Acuitas, within thirty (30) days after GreenLight’s written request, unless WuXi BiologicsAcuitas, or its trustee or receiver, elects within [***] thirty (30) days to continue to perform all of its obligations under this License Agreement, or (b) after any disclaimer, repudiation, rescission or termination of this License Agreement by or on behalf of Acuitas, if not previously delivered as provided under clause (a) above. All rights of the Parties under this Section 10.4 and under the Insolvency Legislation are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this License Agreement, the Insolvency Legislation, and any other applicable Laws.

Termination Upon Bankruptcy. If either Party makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over all or substantially all of its property, files a petition or commences a proceeding under any bankruptcy or insolvency act in any state or country or has any such petition or application filed against it which is not discharged within [***] of the filing thereof, then the other Party may thereafter terminate this Agreement effective [***] upon written notice to such Party. All rights and licenses granted under or pursuant to this License Agreement by WuXi Biologics Acuitas are, and will otherwise be deemed to be, for purposes of the relevant provisions Section 65.11(7) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 (“BIA”), including Sections 65.11(7), 65.13(9), 72.1 and 246.1 of the BIA; and the relevant provisions Section 32(6) of the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36 (“CCAA”), including Sections 32(6) and 36(8) of the CCAA (the BIA and CCAA being referred to collectively as the “Insolvency Legislation”), a grant of a “right to use” “use intellectual property” as used in the Insolvency Legislation. The Parties agree that Licensee CureVac and its Affiliates and sublicenseesSublicensees, as licensees of such rights under this License Agreement, will retain and may fully exercise all of their rights and elections under the Insolvency Legislation subject to the payment of amounts provided for herein. Without limiting LicenseeCureVac’s rights under the Insolvency Legislation, if WuXi Biologics Acuitas becomes insolvent or makes an assignment for the benefit of its creditors or there is filed by or against it the Acuitas any bankruptcy, receivership, reorganization or similar proceeding (an “Insolvency Event”) pursuant to or under the Insolvency Legislation or otherwise, Licensee will CureVac shall be entitled to a copy of any and all information specified such intellectual property and all embodiments of such intellectual property, and the same, if not in the Technology Transfer Package possession of Acuitas, shall be promptly delivered to it (i) before this License Agreement is rejected by or on behalf of Acuitas, within [*****] days after CureVac’s written request, unless WuXi BiologicsAcuitas, or its trustee or receiver, elects within [*****] days to continue to perform all of its obligations under this License Agreement., or (ii) after any rejection of this License Agreement by or on behalf of Acuitas, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 10.4(b) and under Section 65.11(7) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 and Section 32(6) of the Companies’ Creditors Arrangement Act are in addition to and not in substitution of any and all other rights, powers, and remedies that each party may have under this License Agreement, the Insolvency Legislation, and any other applicable Laws. CureVac shall have the right to perform the obligations of Acuitas hereunder with respect to such intellectual property, but neither such provision nor such performance by CureVac shall release Acuitas from any such obligation or liability for failing to perform it. Non-Exclusive License Agreement between CureVac AG and Acuitas Therapeutics Inc

Termination Upon Bankruptcy. If either Party makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over all or substantially all of its property, files a petition or commences a proceeding under any bankruptcy or insolvency act in any state or country or has any such petition or application filed against it which is not discharged within [***] of the filing thereof, then the other Party may thereafter terminate this Agreement effective [***] upon written notice to such Party. All rights and licenses granted under or pursuant to this License Agreement by WuXi Biologics Acuitas are, and will otherwise be deemed to be, for purposes of the relevant provisions Section 65.11 (7) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 (“BIA”), including Sections 65.11(7), 65.13(9), 72.1 and 246.1 of the BIA; and the relevant provisions Section 32(6) of the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36 (“CCAA”), including Sections 32(6) and 36(8) of the CCAA (the BIA and CCAA being referred to collectively as the “Insolvency Legislation”), a grant of a “right to use” “use intellectual property” as used in the Insolvency Legislation. The Parties agree that Licensee CureVac and its Affiliates and sublicenseesSublicensees, as licensees of such rights under this License Agreement, will retain and may fully exercise all of their rights and elections under the Insolvency Legislation subject to the payment of amounts provided for herein. Without limiting LicenseeCureVac’s rights under the Insolvency Legislation, if WuXi Biologics Acuitas becomes insolvent or makes an assignment for the benefit of its creditors or there is filed by or against it the Acuitas any bankruptcy, receivership, reorganization or similar proceeding (an “Insolvency Event”) pursuant to or under the Insolvency Legislation or otherwise, Licensee will CureVac shall be entitled to a copy of any and all information specified such intellectual property and all embodiments of such intellectual property, and the same, if not in the Technology Transfer Package possession of Acuitas, shall be promptly delivered to it (i) before this License Agreement is rejected by or on behalf of Acuitas, within [*****] after CureVac’s written request, unless WuXi BiologicsAcuitas, or its trustee or receiver, elects within [*****] to continue to perform all of its obligations under this License Agreement, or (ii) after any rejection of this License Agreement by or on behalf of Acuitas, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 10.4(b) and under Section 65.11(7) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 and Section 32(6) of the Companies’ Creditors Arrangement Act are in addition to and not in substitution of any and all other rights, powers, and remedies that each party may have under this License Agreement, the Insolvency Legislation, and any other applicable Laws. CureVac shall have the right to perform the obligations of Acuitas hereunder with respect to such intellectual property, but neither such provision nor such performance by CureVac shall release Acuitas from any such obligation or liability for failing to perform it.

Termination Upon Bankruptcy. If either Party makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over all or substantially all of its property, files a petition or commences a proceeding under any bankruptcy or insolvency act in any state or country or has any such petition or application filed against it which is not discharged within [***] ([***]) days of the filing thereof, then the other Party may thereafter terminate this License Agreement effective [***] immediately upon written notice to such Party. All rights and licenses granted under or pursuant to this License Agreement by WuXi Biologics Acuitas are, and will otherwise be deemed to be, for purposes of the relevant provisions of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 (“BIA”), including Sections 65.11(7), 65.13(9), 72.1 and 246.1 of the BIA; and the relevant provisions of the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36 (“CCAA”), including Sections 32(6) and 36(8) of the CCAA (the BIA and CCAA being referred to collectively as the “Insolvency Legislation”), a grant of a “right to use” “intellectual property” as used in the Insolvency Legislation. The Parties agree that Licensee Omega and its Affiliates and sublicenseesSublicensees, as licensees of such rights under this License Agreement, will retain and may fully exercise all of their rights and elections under the Insolvency Legislation subject to the payment of amounts provided for herein. Without limiting LicenseeOmega’s rights under the Insolvency Legislation, if WuXi Biologics Acuitas becomes insolvent or makes an assignment for the benefit of its creditors or there is filed by or against it Acuitas any bankruptcy, receivership, reorganization or similar proceeding pursuant to or under the Insolvency Legislation or otherwise, Licensee Omega will be entitled to a copy of any and all information specified such intellectual property and all embodiments of such intellectual property, and the same, if not already in the Technology Transfer Package possession of Acuitas, will be promptly delivered to Omega (a) if requested by Omega, before this License Agreement is rejected, disclaimed, repudiated, rescinded or terminated by or on behalf of Acuitas, within [***] ([***]) days after Omega’s written request, unless WuXi BiologicsAcuitas, or its trustee or receiver, elects within [***] ([***]) days to continue to perform all of its obligations under this License Agreement, or (b) forthwith, if requested by Omega after any rejection, disclaimer, repudiation, rescission or termination of this License Agreement by or on behalf of Acuitas, if not previously delivered as provided under clause (a) above. All rights of the Parties under this Section 10.4 and the relevant intellectual property provisions of the Insolvency Legislation are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this License Agreement, the Insolvency Legislation, and any other applicable Laws.

Termination Upon Bankruptcy. If either Party makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over all or substantially all of its property, files a petition or commences a proceeding under any bankruptcy or insolvency act in any state or country or has any such petition or application filed against it which is not discharged within [***] one hundred twenty (120) days of the filing thereof, then the other Party may thereafter terminate this Agreement effective [***] immediately upon written notice to such Party. All rights and licenses granted under or pursuant to this Agreement by WuXi Biologics Acuitas are, and will otherwise be deemed to be, for purposes of the relevant provisions Section 65.11(7) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 (“BIA”), including Sections 65.11(7), 65.13(9), 72.1 and 246.1 of the BIA; and the relevant provisions Section 32(6) of the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36 C-36, and comparable laws in other jurisdictions (“CCAA”), including Sections 32(6) and 36(8) of the CCAA (the BIA and CCAA being referred to collectively as the “Insolvency Legislation”), a grant of a “right to use” “use intellectual property” as used in the Insolvency Legislation. The Parties agree that Licensee GreenLight and its Affiliates and sublicenseesAffiliates, as licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the Insolvency Legislation subject to the payment of amounts provided for herein. Without limiting LicenseeGreenLight’s rights under the Insolvency Legislation, if WuXi Biologics Acuitas becomes insolvent or makes an assignment for the benefit of its creditors or there is filed by or against it the Acuitas any bankruptcy, receivership, reorganization or similar proceeding pursuant to or under the Insolvency Legislation or otherwise, Licensee will GreenLight shall be entitled to a copy of any and all information specified such intellectual property and all embodiments of such intellectual property, and the same, if not in the Technology Transfer Package possession of Acuitas, shall be promptly delivered to it (a) before this Agreement is rejected by or on behalf of Acuitas, within thirty (30) days after GreenLight’s written request, unless WuXi BiologicsAcuitas, or its trustee or receiver, elects within [***] thirty (30) days to continue to perform all of its obligations under this Agreement, or (b) after any rejection of this Agreement by or on behalf of Acuitas, if not previously delivered as provided under clause (a) above. All rights of the Parties under this Section 9.4 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, the Insolvency Legislation, and any other applicable Laws.

Termination Upon Bankruptcy. If either Party makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over all or substantially all of its property, files a petition or commences a proceeding under any bankruptcy or insolvency act in any state or country or has any such petition or application filed against it which is not discharged within [***] of the filing thereof, then the other Party may thereafter terminate this Agreement effective [***] upon written notice to such Party. All rights and licenses granted under or pursuant to this License Agreement by WuXi Biologics Acuitas are, and will otherwise be deemed to be, for purposes of the relevant provisions Section 65.11(7) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 (“BIA”), including Sections 65.11(7), 65.13(9), 72.1 and 246.1 of the BIA; and the relevant provisions Section 32(6) of the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36 (“CCAA”), including Sections 32(6) and 36(8) of the CCAA (the BIA and CCAA being referred to collectively as the “Insolvency Legislation”), a grant of a “right to use” “use intellectual property” as used in the Insolvency Legislation. The Parties agree that Licensee CureVac and its Affiliates and sublicenseesAffiliates, as licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the Insolvency Legislation subject to the payment of amounts provided for herein. Without limiting LicenseeCureVac’s rights under the Insolvency Legislation, if WuXi Biologics Acuitas becomes insolvent or makes an assignment for the benefit of its creditors or there is filed by or against it the Acuitas any bankruptcy, receivership, reorganization or similar proceeding (an “Insolvency Event”) pursuant to or under the Insolvency Legislation or otherwise, Licensee will CureVac shall be entitled to a copy of any and all information specified such intellectual property and all embodiments of such intellectual property, and the same, if not in the Technology Transfer Package possession of Acuitas, shall be promptly delivered to it (i) before this License Agreement is rejected by or on behalf of Acuitas, within thirty (30) days after CureVac’s written request, unless WuXi BiologicsAcuitas, or its trustee or receiver, elects within [***] thirty (30) days to continue to perform all of its obligations under this License Agreement., or (ii) after any rejection of this License Agreement by or on behalf of Acuitas, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 10.4(b) and under Section 65.11(7) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 and Section 32(6) of the Companies’ Creditors Arrangement Act are in addition to and not in substitution of any and all other rights, powers, and remedies that each party may have under this License Agreement, the Insolvency Legislation, and any other applicable Laws. CureVac shall have the right to perform the obligations of Acuitas hereunder with respect to such intellectual property, but neither such provision nor such performance by CureVac shall release Acuitas from any such obligation or liability for failing to perform it. 39 Development and Option Agreement between CureVac AG and Acuitas Therapeutics Inc EXECUTION COPY 29 APRIL 2016

Termination Upon Bankruptcy. If either Party makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over all or substantially all of its property, files a petition or commences a proceeding under any bankruptcy or insolvency act in any state or country or has any such petition or application filed against it which is not discharged within [***] of the filing thereof, then the other Party may thereafter terminate this Agreement effective [***] upon written notice to such Party. All rights and licenses granted under or pursuant to this License Agreement by WuXi Biologics Acuitas are, and will otherwise be deemed to be, for purposes of the relevant provisions Section 65.11(7) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 (“BIA”), including Sections 65.11(7), 65.13(9), 72.1 and 246.1 of the BIA; and the relevant provisions Section 32(6) of the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36 (“CCAA”), including Sections 32(6) and 36(8) of the CCAA (the BIA and CCAA being referred to collectively as the “Insolvency Legislation”), a grant of a “right to use” “use intellectual property” as used in the Insolvency Legislation. The Parties agree that Licensee BioNTech and its Affiliates and sublicenseesSublicensees, as licensees of such rights under this License Agreement, will retain and may fully exercise all of their rights and elections under the Insolvency Legislation subject to the payment of amounts provided for herein. Without limiting LicenseeBioNTech’s rights under the Insolvency Legislation, if WuXi Biologics Acuitas becomes insolvent or makes an assignment for the benefit of its creditors or there is filed by or against it the Acuitas any bankruptcy, receivership, reorganization or similar proceeding (an “Insolvency Event”) pursuant to or under the Insolvency Legislation or otherwise, Licensee will BioNTech shall be entitled to a copy of any and all information specified such intellectual property and all embodiments of such intellectual property, and the same, if not in the Technology Transfer Package possession of Acuitas, shall be promptly delivered to it (i) before this License Agreement is rejected by or on behalf of Acuitas, within [***] days after BioNTech’s written request, unless WuXi BiologicsAcuitas, or its trustee or receiver, elects within [***] days to continue to perform all of its obligations under this License Agreement., or (ii) after any rejection of this License Agreement by or on behalf of Acuitas, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 10.4(b) and under Section 65.11(7) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 and Section 32(6) of the Companies’ Creditors Arrangement Act are in addition to and not in substitution of any and all other rights, powers, and remedies that each party may have under this License Agreement, the Insolvency Legislation, and any other

Termination Upon Bankruptcy. If either Party makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over all or substantially all of its property, files a petition or commences a proceeding under any bankruptcy or insolvency act in any state or country or has any such petition or application filed against it which is not discharged within [***] of the filing thereof, then the other Party may thereafter terminate this Agreement effective [***] upon written notice to such Party. All rights and licenses granted under or pursuant to this License Agreement by WuXi Biologics Acuitas are, and will otherwise be deemed to be, for purposes of the relevant provisions Section 65.11(7) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 (“BIA”), including Sections 65.11(7), 65.13(9), 72.1 and 246.1 of the BIA; and the relevant provisions Section 32(6) of the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36 (“CCAA”), including Sections 32(6) and 36(8) of the CCAA (the BIA and CCAA being referred to collectively as the “Insolvency Legislation”), a grant of a “right to use” “use intellectual property” as used in the Insolvency Legislation. The Parties agree that Licensee BioNTech and its Affiliates and sublicenseesSublicensees, as licensees of such rights under this License Agreement, will retain and may fully exercise all of their rights and elections under the Insolvency Legislation subject to the payment of amounts provided for herein. Without limiting LicenseeBioNTech’s rights under the Insolvency Legislation, if WuXi Biologics Acuitas becomes insolvent or makes an assignment for the benefit of its creditors or there is filed by or against it the Acuitas any bankruptcy, receivership, reorganization or similar proceeding (an “Insolvency Event”) pursuant to or under the Insolvency Legislation or otherwise, Licensee will BioNTech shall be entitled to a copy of any and all information specified such intellectual property and all embodiments of such intellectual property, and the same, if not in the Technology Transfer Package possession of Acuitas, shall be promptly delivered to it (i) before this License Agreement is rejected by or on behalf of Acuitas, within [***] days after BioNTech’s written request, unless WuXi BiologicsAcuitas, or its trustee or receiver, elects within [***] days to continue to perform all of its obligations under this License Agreement, or (ii) after any rejection of this License Agreement by or on behalf of Acuitas, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 10.4(b) and under Section 65.11(7) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 and Section 32(6) of the Companies’ Creditors Arrangement Act are in addition to and not in substitution of any and all other rights, powers, and remedies that each party may have under this License Agreement, the Insolvency Legislation, and any other applicable Laws. BioNTech shall have the right to perform the obligations of Acuitas hereunder with respect to such intellectual property, but neither such provision nor such performance by BioNTech shall release Acuitas from any such obligation or liability for failing to perform it.