Common use of Section 365(n) of the Bankruptcy Code Clause in Contracts

Section 365(n) of the Bankruptcy Code. All rights and licenses granted pursuant to any section of this Agreement are, and will be deemed to be, rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “Bankruptcy Code”)). Each Party agrees that the other Party, as a licensee of rights and licenses under 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the Bankruptcy Code or analogous provisions of applicable Law outside the United States, the other Party will be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already in such Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefor, unless the Party in the bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Party in the bankruptcy proceeding upon written request therefor by the other Party.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement are, are and will otherwise be deemed to bebe for purposes of Section 365(n) of the United States Bankruptcy Code (Title 11, U.S. Code), as amended or any comparable Law outside the United States (the “Bankruptcy Code”), licenses of rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “Bankruptcy Code”)). The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Each Party agrees that the other Party, as a licensee of such rights and licenses under 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. Code or any other provisions of applicable Law outside the United States that provide similar protection for “intellectual property.” The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the Bankruptcy Code or analogous provisions of applicable Law outside the United States, the other Party will be entitled to a complete duplicate of (or complete access to, as appropriate) any the intellectual property licensed to such other Party and all embodiments of such intellectual property, to the extent necessary for such other Party to practice the licenses granted to it pursuant to this Agreement under such intellectual property, which, if not already in such other Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor, unless the Party in the bankruptcy proceeding elects thereof. Any agreement supplemental hereto will be deemed to continue to perform all of its obligations under be “agreements supplementary to” this Agreement or (bfor purposes of Section 365(n) if not delivered under clause (a), following of the rejection of this Agreement by the Party in the bankruptcy proceeding upon written request therefor by the other PartyBankruptcy Code.

Section 365(n) of the Bankruptcy Code. All rights and licenses expressly granted pursuant to any section of this Agreement are, and will be deemed to be, are rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “Bankruptcy Code”)). Each Party agrees that the other Party, as a licensee of rights and licenses under 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will retain and may fully exercise all of its rights and elections under the Bankruptcy Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party or its Affiliates under the Bankruptcy Code or analogous provisions of applicable Applicable Law outside the United States, the other Party Party, as a licensee under such bankrupt Party’s intellectual property, will be entitled to a complete duplicate of (or complete access to, as appropriate) any such specifically licensed intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already in such licensee Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such licensee Party’s written request therefor. For clarity, unless the Party in the bankruptcy proceeding elects to continue to perform all of its obligations under so long as this Agreement has not expired or terminated by its terms prior to the date on which a case under the Bankruptcy Code is commenced, and so long as both Parties remain subject to material obligations hereunder (b) if not delivered under clause (ai.e., Rib-X’s obligation to license the Rib-X Licensed Technology and Sanofi’s obligation to make royalty payments on Licensed Products), following the rejection of this Agreement by the Party in the bankruptcy proceeding upon written request therefor by the other Partyshall be recognized as an executory contract.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement are, are and will otherwise be deemed to bebe for purposes of Section 365(n) of the United States Bankruptcy Code (Title 11, U.S. Code), as amended or any comparable Law outside the United States (the “Bankruptcy Code”), licenses of rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “Bankruptcy Code”)). The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Each Party agrees that the other Party, as a licensee of such rights and licenses under 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. Code or any other provisions of applicable Law outside the United States that provide similar protection for “intellectual property.” The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the Bankruptcy Code or analogous provisions of applicable Law outside the United States, the other Party will be entitled to a complete duplicate of (or complete access to, as appropriate) any the intellectual property licensed to such other Party and all embodiments of such intellectual property, to the extent necessary for such other Party to practice the licenses granted to it pursuant to this Agreement under such intellectual property, which, if not already in such other Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such other Party’s written request therefor, unless the Party in the bankruptcy proceeding elects thereof. Any agreement supplemental hereto will be deemed to continue to perform all of its obligations under be “agreements supplementary to” this Agreement or (bfor purposes of Section 365(n) if not delivered under clause (a), following of the rejection of this Agreement by the Party in the bankruptcy proceeding upon written request therefor by the other Party.Bankruptcy Code

Section 365(n) of the Bankruptcy Code. All rights and licenses granted pursuant to any section Section of this Agreement are, and will shall be deemed to be, rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws Bankruptcy Code under any other jurisdiction (including the “Bankruptcy Code”))and Insolvency Act, R.S.C. 1985, c. B-3 and Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended from time to time. Each Party VistaGen agrees that the other Party, Apollo as a licensee and sublicensee of rights and licenses under 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party VistaGen under the Bankruptcy Code or analogous provisions of applicable Law laws outside the United States, the other Party will Apollo shall be entitled to a complete duplicate of (or complete access to, as appropriate) any patent rights or other intellectual property licensed or sublicensed to such Party Apollo and all embodiments of such intellectual property, which, if not already in such PartyApollo’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such PartyApollo’s written request therefor, unless the Party VistaGen in the bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Party in the bankruptcy proceeding proceeding, upon written request therefor by the other Party.Apollo. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. Exclusive License and Sublicense Agreement ARTICLE 3 APOLLO DILIGENCE OBLIGATIONS AND REPORTING

Section 365(n) of the Bankruptcy Code. All rights and licenses granted pursuant to any section under this Exhibit D and Section 4 of this Agreement are, are and will otherwise be deemed to bebe for purposes of Section 365(n) of the United States Bankruptcy Code (Title 11, U.S. Code), as amended (the “Bankruptcy Code”), licenses of rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “Bankruptcy Code”)). Each Party agrees The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. The Parties agree that the other each Party, as a licensee of such rights and licenses under 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. Code or any other provisions of Applicable Law outside the United States that provide similar protection for ‘intellectual property.’ The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the U.S. Bankruptcy Code or analogous provisions of applicable Law law outside the United States, the other Party that is not subject to such proceeding will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already in such the non subject Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such the non subject Party’s written request therefor, unless the Party in the bankruptcy proceeding elects thereof. Any agreements supplemental hereto will be deemed to continue to perform all of its obligations under be “agreements supplementary to” this Agreement or (bfor purposes of Section 365(n) if of the Bankruptcy Code. EXHIBIT E FINANCIAL REQUIREMENT FOR EQUITY ACCOUNTING Once Regulus is no longer consolidated into Isis’ financials and is not delivered under clause (a)using Isis’ financial systems, following then Regulus may hire its own auditors subject to the rejection requirements below that are necessary to ensure that Isis and Alnylam receive in a timely manner the information each needs to record its share of this Agreement by the Party in the bankruptcy proceeding upon written request therefor by the other PartyRegulus’ income/losses.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted to either Party pursuant to any section of this Agreement are, and will be deemed to be, are rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Applicable Laws and Regulations under any other jurisdiction (the “Bankruptcy Code”)). Each The licensee Party agrees that the other Party, as a licensee of rights and licenses under 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the Bankruptcy Code or analogous provisions of applicable Law outside the United States, the other Party will shall be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already in such Party’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefor, unless the Party in the bankruptcy proceeding (x) elects to continue to perform all of its obligations under this Agreement on or before any deadline for making such election and (y) does not reject this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Party in the bankruptcy proceeding upon written request therefor by the other Party. AMAG and Norgine agree that all payments due from Norgine to AMAG shall be considered “royalty payments” as that term is understood under Section 365(n) of the Bankruptcy Code for purposes of that section. In the event AMAG is the Party in the bankruptcy proceeding and rejects this Agreement, and Norgine elects to retain its rights under this Agreement, Norgine shall make all such payments, including without limitation all product royalties set forth in Section 6.4, all Regulatory Milestone Payments and all Sales Milestone Payments due under this Agreement, for the duration of the applicable Royalty Term. Nothing in this Section 8.7 shall be deemed any admission that this Agreement is an executory contract or that this Agreement or any obligation hereunder is otherwise subject to rejection or disavowal in the bankruptcy, liquidation, reorganization, receivership, assignment for the benefit of creditors, administration, insolvency or similar proceeding or circumstance of a licensor Party, nor any admission that upon any such proceeding or circumstance involving such licensor Party, or upon any such rejection or disavowal by such licensor Party, the licensee Party (or any Affiliate or Sublicensee thereof) would lose or not be able to enforce or benefit from any right hereunder (or under any applicable sublicense).

Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement areby a Party to the other, including those set forth in Sections 5.1 and will 5.6, are and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the U.S. Bankruptcy Code (“Title 11”), licenses of rights and licenses to “intellectual property” (as defined in under Section 101(35A) of title 11 101 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “U.S. Bankruptcy Code”)). Each Party agrees The Parties agree that the other Party, as a licensee of rights and licenses under 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will Parties shall retain and may fully exercise all of its their rights and elections under the U.S. Bankruptcy CodeCode and any foreign counterpart thereto. The Parties further agree thatWithout limiting the Parties’ rights under Section 365(n) of Title 11, in the event of the commencement of if a bankruptcy proceeding case under Title 11 is commenced by or against a Party under the Bankruptcy Code or analogous provisions of applicable Law outside the United Stateseither Party, the other Party will shall be entitled to a complete duplicate copy of (or complete access to, as appropriate) any and all such intellectual property licensed to such Party and all embodiments of such intellectual property, whichand the same, if not already in the possession of such other Party’s possession, will shall be promptly delivered to it (a) upon any before this Agreement is rejected by or on behalf of such commencement of a bankruptcy proceeding upon Party, within [**] after such other Party’s written request thereforrequest, unless the Party in the bankruptcy proceeding such Party, or its trustee or receiver, elects within [**] to continue to perform all of its obligations under this Agreement Agreement, or (b) if not delivered under clause (a), following the after any rejection of this Agreement by or on behalf of such Party, if not previously delivered as provided under clause (a) above (any such event described in clause (a) or (b) above, and occurring while such Title 11 case is pending, being a “Delivery Event”). All rights of the Parties under this Section 5.8 and under Section 365(n) of Title 11 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, Title 11, and any other applicable Laws. The Parties agree that they intend the foregoing rights to extend to the maximum extent permitted by Law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of Voyager or Neurocrine, as applicable, or any Third Party with whom Voyager or Neurocrine contracts to perform an obligation of Voyager or Neurocrine under this Agreement, and, in the case of the Third Party, that is necessary for the Development and Manufacture of Collaboration Products and (ii) the right to contract directly with any Third Party described in clause (i) in this sentence to complete the contracted work, provided however, that in each case such rights shall be subject to the confidentiality obligations contemplated by this Agreement. If a bankruptcy proceeding upon is commenced by or against Voyager, notwithstanding anything to the contrary in Article 10, Neurocrine may, to the maximum extent permitted by Law, take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Voyager Licensed Patent Rights licensed to Neurocrine under this Agreement to the extent that Voyager is required or has the right to take such actions under this Agreement and to the extent that Voyager fails to take such actions following at least [**] prior written request therefor by the other Partynotice from Neurocrine.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted pursuant to any section Section of this Agreement are, and will shall be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code or comparable provision of applicable bankruptcy or insolvency laws, rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the Bankruptcy Code of the United States Code and of any similar comparable provisions of the applicable Laws under bankruptcy or insolvency laws of any other jurisdiction (the “Bankruptcy Code”)country). Each Party agrees that the other Party, as a Party that is a licensee of rights and licenses under 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will Agreement shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy CodeCode or comparable provision of applicable bankruptcy or insolvency laws. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding under the U.S. Bankruptcy Code or comparable provisions of applicable bankruptcy or insolvency laws by or against a Party that is a licensor of rights and licenses under the Bankruptcy Code or analogous provisions of applicable Law outside the United Statesthis Agreement (a “Licensor Party”), the other Party will (a “Licensee Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such Licensee Party and all embodiments of such intellectual property, which, if not already in such Licensee Party’s possession, will shall be promptly delivered to it (a) upon any such commencement of a bankruptcy or insolvency proceeding upon such Licensee Party’s written request therefor, unless the Licensor Party in the bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by the Licensor Party in the bankruptcy proceeding upon written request therefor by the other Licensee Party.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement areAgreement, and will be deemed to beincluding Section 3.1, are rights and licenses to “intellectual property” (as defined in Section 101(35A) of title Title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “Bankruptcy Code”))) and the Parties hereby acknowledge, on behalf of themselves and their respective Affiliates, that such “intellectual property” includes (a) laboratory samples, (b) Product samples and inventory, (c) laboratory notes and notebooks, (d) Data and results related to Clinical Studies, (e) Regulatory Filings and Regulatory Approvals, (f) rights of reference in respect of Regulatory Filings and Regulatory Approvals, and (g) marketing, advertising and Promotional Materials. Each Party agrees The Parties agree that the other each Party, as a licensee of such rights and licenses under 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a either Party under the Bankruptcy Code or analogous provisions of applicable Law outside Code, then the United States, the other Party that is not a party to such proceeding will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such Party and all embodiments of such intellectual property, whichand the same, if not already in such Party’s its possession, will be promptly delivered to it (ay) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefor, unless the if such Party in the bankruptcy subject to such proceeding elects to continue fails to perform all of its obligations under this Agreement and the Related Agreements, or (bz) if not delivered under clause subsection (a)y) above, following the rejection of this Agreement by or on behalf of the Party in the bankruptcy subject to such proceeding upon written request therefor by the non-subject Party, and, with respect to clauses (y) or (z), the “royalty payments” due with respect to the United States from AbbVie as the non-subject Party in accordance with Section 365(n) of the Bankruptcy Code shall be fifty percent (50%) of the Net Profit or Loss, and the “royalty payments” due with respect to the United States from Infinity as the non-subject Party in accordance with Section 365(n) of the Bankruptcy Code shall be fifty percent (50%) of the Net Profit or Loss; provided that, for purposes of calculating such royalty payments in accordance with Section 365(n) of the Bankruptcy Code, fifty percent (50%) of any Net Profits or Loss, to the extent less than zero and not reconciled and paid in any Calendar Quarter pursuant to Section 7.2.2, shall be credited against any such royalty payments owed to the other PartyParty following any such Calendar Quarter.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights and licenses to “intellectual property” (as defined in under Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “U.S. Bankruptcy Code”)). Each The Parties shall retain and may fully exercise all of their respective rights 90 and elections under the U.S. Bankruptcy Code. The Parties agree that a Party agrees that the other Party, as is a licensee of such rights and licenses under 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will Agreement shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the and that upon commencement of a bankruptcy proceeding by or against a the licensing Party (such Party, the “Involved Party”) under the U.S. Bankruptcy Code or analogous provisions of applicable Law outside the United StatesCode, the other Party will (such Party, the “Noninvolved Party”) shall be entitled to a complete duplicate of (or complete access toto (as such Noninvolved Party deems appropriate), as appropriate) any such intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already provided the Noninvolved Party continues to fulfill its payment or royalty obligations as specified herein in such Party’s possession, will full. Such intellectual property and all embodiments thereof shall be promptly delivered to it the Noninvolved Party (a) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefortherefor by the Noninvolved Party, unless the Involved Party in the bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following upon the rejection of this Agreement by or on behalf of the Involved Party in the bankruptcy proceeding upon written request therefor by Noninvolved Party. The foregoing is without prejudice to any rights the Noninvolved Party may have arising under the U.S. Bankruptcy Code or other PartyApplicable Laws and Regulations.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement areAgreement, including the licenses granted under this ARTICLE II and the rights granted under Section 4.3(d), are and will otherwise be deemed to bebe for purposes of Section 365(n) of the United States Bankruptcy Code (Title 11, U.S. Code), as amended (the “Bankruptcy Code”), licenses of rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “Bankruptcy Code”)). The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Each Party agrees that the other Party, as a licensee of such rights and licenses under 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. Code or any other provisions of applicable Law outside the Xxxxxx Xxxxxx that provide similar protection for “intellectual property.” The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the Bankruptcy Code or analogous provisions of applicable Law outside the United States, the other Party will be entitled to a complete duplicate of (or complete access to, as the other (non-bankrupt) Party deems appropriate) any such intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already in such Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefor, unless the Party in the bankruptcy proceeding elects thereof. Any agreements supplemental hereto will be deemed to continue to perform all of its obligations under be “agreements supplementary to” this Agreement or (bfor purposes of Section 365(n) if not delivered under clause (a), following of the rejection of this Agreement by the Party in the bankruptcy proceeding upon written request therefor by the other PartyBankruptcy Code.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement areAgreement, including the licenses granted under this ARTICLE II and the rights granted under Section 4.3(d), are and will otherwise be deemed to bebe for purposes of Section 365(n) of the United States Bankruptcy Code (Title 11, U.S. Code), as amended (the “Bankruptcy Code”), licenses of rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “Bankruptcy Code”)). The Parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. Each Party agrees that the other Party, as a licensee of such rights and licenses under 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. Code or any other provisions of applicable Law outside the United States that provide similar protection for “intellectual property.” The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the Bankruptcy Code or analogous provisions of applicable Law outside the United States, the other Party will be entitled to a complete duplicate of (or complete access to, as the other (non-bankrupt) Party deems appropriate) any such intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already in such Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefor, unless the Party in the bankruptcy proceeding elects thereof. Any agreements supplemental hereto will be deemed to continue to perform all of its obligations under be “agreements supplementary to” this Agreement or (bfor purposes of Section 365(n) if not delivered under clause (a), following of the rejection of this Agreement by the Party in the bankruptcy proceeding upon written request therefor by the other PartyBankruptcy Code.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement areAgreement, including the licenses granted under this Section 2, are and will otherwise be deemed to bebe for purposes of Section 365(n) of the United States Bankruptcy Code (Title 11, U.S. Code), as amended (the “Bankruptcy Code”), licenses of rights and licenses to “intellectual property” (as defined in Section 101(35A) of title 11 the Bankruptcy Code. Novartis will retain and may fully exercise all of its respective rights and elections under the United States Bankruptcy Code (to the extent permitted under the Bankruptcy Code). GenVec agrees that if and to the extent permitted under the Bankruptcy Code and of any similar provisions of other applicable Laws under any other jurisdiction (the “Bankruptcy Code”)). Each Party agrees that the other PartyLaws, Novartis, as a licensee of such rights and licenses under 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The Parties Code or any other provisions of applicable Law outside the United States that provide similar protection for “intellectual property.” Subject to the Bankruptcy Code and other applicable Laws, GenVec further agree agrees that, in the event of the commencement of a bankruptcy proceeding by or against a Party GenVec under the Bankruptcy Code or analogous provisions of applicable Law outside the United States, the other Party Novartis will be entitled to a complete duplicate of (or complete access to, as Novartis deems appropriate) any such intellectual property licensed to such Party Novartis and its Affiliates pursuant to this Agreement and all embodiments of such intellectual property, which, if not already in such Party’s Novartis’ possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon such Party’s Novartis’ written request therefor, unless the Party in the bankruptcy proceeding elects thereof. Any agreements supplemental hereto will be deemed to continue to perform all of its obligations under be “agreements supplementary to” this Agreement or (bfor purposes of Section 365(n) if not delivered under clause (a), following of the rejection Bankruptcy Code. [*]The asterisk denotes that confidential portions of this Agreement by exhibit have been omitted in reliance on Rule 24b-2 of the Party in Securities Exchange Act of 1934. The confidential portions have been submitted separately to the bankruptcy proceeding upon written request therefor by the other Party.Securities and Exchange Commission

Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights and licenses to “intellectual property” (as defined in under Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “U.S. Bankruptcy Code”)). Each The Parties shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. The Parties agree that a Party agrees that the other Party, as is a licensee of such rights and licenses under 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will Agreement shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the and that upon commencement of a bankruptcy proceeding by or against a the licensing Party (such Party, the “Involved Party”) under the U.S. Bankruptcy Code or analogous provisions of applicable Law outside the United StatesCode, the other Party will (such Party, the “Noninvolved Party”) shall be entitled to a complete duplicate of (or complete access toto (as such Noninvolved Party deems appropriate), as appropriate) any such intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already provided the Noninvolved Party continues to fulfill its payment or royalty obligations as specified herein in such Party’s possession, will full. Such intellectual property and all embodiments thereof shall be promptly delivered to it the Noninvolved Party (a) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefortherefor by the Noninvolved Party, unless the Involved Party in the bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following upon the rejection of this Agreement by or on behalf of the Involved Party in the bankruptcy proceeding upon written request therefor by Noninvolved Party. The foregoing is without prejudice to any rights the Noninvolved Party may have arising under the U.S. Bankruptcy Code or other PartyApplicable Laws and Regulations.

Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section Section of this Agreement are, and will shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights and licenses to “intellectual property” (as defined in under Section 101(35A) of title 11 of the United States Code and of any similar provisions of applicable Laws under any other jurisdiction (the “U.S. Bankruptcy Code”)). Each The Parties shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. The Parties agree that a Party agrees that the other Party, as is a licensee of such rights and licenses under 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. will Agreement shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the and that upon commencement of a bankruptcy proceeding by or against a the licensing Party (such Party, the “Involved Party”) under the U.S. Bankruptcy Code or analogous provisions of applicable Law outside the United StatesCode, the other Party will (such Party, the “Noninvolved Party”) shall be entitled to a complete duplicate of (or complete access toto (as such Noninvolved Party deems appropriate), as appropriate) any such intellectual property licensed to such Party and all embodiments of such intellectual property, which, if not already provided the Noninvolved Party continues to fulfill its payment or royalty obligations as specified herein in such Party’s possession, will full. Such intellectual property and all embodiments thereof shall be promptly delivered to it the Noninvolved Party (a) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefortherefor by the Noninvolved Party, unless the Involved Party in the bankruptcy proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a)) above, following upon the rejection of this Agreement by or on behalf of the Involved Party in the bankruptcy proceeding upon written request therefor by Noninvolved Party. The foregoing is without prejudice to any rights the Noninvolved Party may have arising under the U.S. Bankruptcy Code or other PartyApplicable Laws and Regulations.