Common use of Termination for Insolvency Clause in Contracts

Termination for Insolvency. To the extent permitted under Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Termination for Insolvency. To the extent permitted under Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.410.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-non- bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-non- bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Termination for Insolvency. To A Party shall have the extent permitted under Law, either Party may right to terminate this Agreement, (a) Agreement in its entirety immediately upon written notice to the other Party if, at any time, (a) the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the other Party or of substantially all of its assets, or (b) if the other Party is shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) [***] days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidationliquidation proceedings, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each In the event that this Agreement is terminated or rejected by a Party agrees or its receiver or trustee under applicable bankruptcy laws due to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All such Party’s bankruptcy, then all rights and licenses granted under or pursuant to any section of this Agreement are by such Party to the other Party are, and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00the U.S. Bankruptcy Code and any similar laws in any other country, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in under Section 101(35A101(52) of the U.S. Bankruptcy Code. The Parties shall retain and may fully exercise agree that all intellectual property rights licensed hereunder, including any Patent Rights in any country of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered a Party covered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties license grants under this Agreement, are or would be customarily delivered, shall be considered part of the “intellectual property” as defined under Section 101(35(A)) of the Bankruptcy Code subject to be “embodiments” of such intellectual property for purposes of the protections afforded the non-terminating Party under Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already any similar law or regulation in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Codeany other country.

Termination for Insolvency. To the extent permitted under Lawby law, upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors (a “Bankruptcy Event”) by either Party Party, Bayer, in the case of a Bankruptcy Event by Aegerion, or Aegerion, in the case of a Bankruptcy Event by Bayer, may terminate this Agreement; provided, (a) ifhowever, at any timethat, in the other Party files in any court or agency pursuant to any statute or regulation case of any state or countryinvoluntary bankruptcy proceeding, a petition in such right to terminate shall only become effective if the subject Party consents to the involuntary bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party such proceeding is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective its rights and elections under the U.S. Bankruptcy Code. All materials required to be delivered Code and foreign equivalents, including that upon commencement of a bankruptcy proceeding by or against such Party undergoing a bankruptcy proceeding (the non-bankrupt Party “Affected Party”) under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are U.S. Bankruptcy Code or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Partyforeign equivalents, the non-bankrupt Affected Party shall further be entitled to a complete duplicate of, duplicates of or complete access to, as such non-Affected Party deems appropriate, any Technology and patent and other intellectual property rights and all embodiments hereof licensed or to the be transferred to such non-bankrupt [*] = Certain confidential information contained in this documentAffected Party hereunder by the Affected Party. Such Technology, marked by brackets, is filed with the Securities rights and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, embodiments shall be promptly delivered to the non-bankrupt Affected Party (i) upon any such commencement of a bankruptcy proceeding and upon written request thereof by the non-Affected Party, unless the bankrupt Affected Party elects to continue, and continues, continue to perform all of its obligations under this Agreement. All written agreements entered into in connection with , or (ii) if not delivered under the Parties’ performance under foregoing clause (i), upon the rejection of this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) by or on behalf of the Affected Party upon written request therefore by the non-Affected Party. This Section 9.4 is without prejudice to any rights the non-Affected Party may have arising under the U.S. Bankruptcy Code., foreign equivalents or other law. LICENSE AGREEMENT

Termination for Insolvency. To the extent permitted under Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days [***] after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.49.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property Intellectual Property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Termination for Insolvency. To the extent permitted under by Law, either Party may terminate this Agreementupon the filing or institution of bankruptcy, (a) ifreorganization, at any time, the other Party files in any court liquidation or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assetsreceivership proceedings, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make upon an assignment of substantially all a substantial portion of its the assets for the benefit of creditorscreditors (a “Bankruptcy Event”) by either Party, Aerpio, in the case of a Bankruptcy Event by Licensee, or Licensee, in the case of a Bankruptcy Event by Aerpio, *** Certain information on this page has been omitted and filed separately with the Commission. Each Confidential treatment has been requested with respect to the omitted portions. may terminate this Agreement; provided, however, that, in the case of any involuntary bankruptcy proceeding, such right to terminate will only become effective if the subject Party agrees consents to give the other Party prompt notice of involuntary bankruptcy or such proceeding is not dismissed within [***] after the foregoing events giving rise to termination under this Section 11.4filing thereof. All rights and licenses granted under or pursuant to any section of this Agreement agreement are and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights right to “intellectual property” as defined in under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties shall Code and Licensee as licensee under this Agreement and Aerpio will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. All materials required to be delivered Code and foreign equivalents, including that upon commencement of a bankruptcy proceeding by or against such Party undergoing a bankruptcy proceeding (the non-bankrupt Party “Affected Party”) under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are U.S. Bankruptcy Code or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Partyforeign equivalents, the non-bankrupt Affected Party shall further will be entitled to a complete duplicate of, duplicates of or complete access to, as such non-Affected Party deems appropriate, any Know-How and patent and other intellectual property rights and all embodiments hereof licensed or to the be transferred to such non-bankrupt [*] = Certain confidential information contained in this documentAffected Party hereunder by the Affected Party. Such Know-How, marked by brackets, is filed with the Securities rights and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall embodiments will be promptly delivered to the non-bankrupt Affected Party (a) upon any such commencement of a bankruptcy proceeding and upon written request thereof by the non-Affected Party, unless the bankrupt Affected Party elects to continue, and continues, continue to perform all of its obligations under this Agreement. All written agreements entered into in connection with , or (b) if not delivered under the Parties’ performance under foregoing clause (a), upon the rejection of this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) by or on behalf of the Affected Party upon written request therefore by the non-Affected Party. This Section 10.4 is without prejudice to any rights the non-Affected Party may have arising under the U.S. Bankruptcy Code, foreign equivalents or other Law.

Termination for Insolvency. To Either Party shall have the extent permitted under Law, either Party may right to terminate this AgreementAgreement in its entirety, (a) by and effective immediately, upon written notice to the other Party, if, at any time, (a) the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed or stayed within ninety (90) days after the filing thereof, thereof or (c) if the other Party shall propose or be make a party to any dissolution or liquidation, or (d) if the other Party shall make an general assignment of substantially all of its assets for the benefit of creditors. Each In the event that this Agreement is terminated or rejected by a Party agrees or its receiver or trustee under applicable bankruptcy Laws due to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All such Party’s bankruptcy, then all rights and licenses granted under or pursuant to any section of this Agreement are by such Party to the other Party are, and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00the U.S. Bankruptcy Code and any similar Laws in any other country in the Territory, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in under Section 101(35A) of the U.S. Bankruptcy Code. The Parties shall retain and may fully exercise agree that all intellectual property rights licensed hereunder, including, without limitation, any patents or patent applications in any country of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered a party covered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties license grants under this Agreement, are or would be customarily delivered, shall be considered part of the “intellectual property” as defined under Section 101(52) of the Bankruptcy Code subject to be “embodiments” of such intellectual property for purposes of the protections afforded the non-terminating Party under Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already any similar law or regulation in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Codeany other country.

Termination for Insolvency. To the extent permitted under Law, either If voluntary or involuntary proceedings by or against a Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition are instituted in bankruptcy under any insolvency law, or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assetscustodian is appointed for such Party, or (b) proceedings are instituted by or against such Party for corporate reorganization or the dissolution of such Party, which proceedings, if the other Party is served with an involuntary petition against itinvoluntary, filed in any insolvency proceeding, and such petition shall not be have been dismissed within ninety sixty (9060) days after the filing thereofdate of filing, or (c) if the other such Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make makes an assignment of substantially all of its assets for the benefit of creditors. Each , or substantially all of the assets of such Party agrees to give are seized or attached and not released within sixty (60) days thereafter, the other Party prompt may immediately terminate this Agreement effective upon notice of the foregoing events giving rise to termination under this Section 11.4such termination. All rights and licenses distribution rights granted under or pursuant to any section of this the Agreement are by Unigene to GSK are, and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “U.S. Bankruptcy Code”) , licenses of rights to “intellectual property” as defined in under Section 101(35A101(52) of the U.S. Bankruptcy Code. The Parties agree that GSK, as licensee of such rights under this Agreement, shall retain and may fully exercise all of their respective its rights and elections under the U.S. Bankruptcy Code, subject to performance by GSK of its preexisting obligations under the Agreement. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property The Parties further agree that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) event of the commencement of a bankruptcy proceeding by or against Unigene under the U.S. Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party GSK shall further be entitled to a complete duplicate of, of (or complete access to, as appropriate) any such intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 all embodiments of the Securities Act of 1933, as amended. Partysuch intellectual property, and suchsame, if not already in its possession, shall be promptly delivered to the non-bankrupt PartyGSK (a) upon any such commencement of a bankruptcy proceeding upon written request therefore by GSK, unless the bankrupt Party Unigene elects to continue, and continues, continue to perform all of its obligations under this Agreement. All , or (b) if not delivered under (a) above, upon the rejection of this Agreement by or on behalf of Unigene upon written agreements entered into in connection with the Parties’ performance request therefore by GSK, provided, however, that upon Unigene’s (or its successor’s) written notification to GSK that it is again willing and able to perform all of its obligations under this Agreement from time Agreement, GSK shall promptly return all such tangible materials to time shall be considered agreements “supplementary” Unigene , but only to the extent that GSK does not require continued access to such materials to enable GSK to perform its obligations under this Agreement for purposes of Section 365(n) of the Bankruptcy CodeAgreement.

Termination for Insolvency. To Either Party shall have the extent permitted under Law, either Party may right to terminate this AgreementAgreement in its entirety, (a) by and effective immediately, upon written notice to the other Party, if, at any time, (a) the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed or stayed within ninety (90) days after the filing thereof, thereof or (c) if the other Party shall propose or be make a party to any dissolution or liquidation, or (d) if the other Party shall make an general assignment of substantially all of its assets for the benefit of creditors. Each In the event that this Agreement is terminated or rejected by a Party agrees or its receiver or trustee under applicable bankruptcy Laws due to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All such Party's bankruptcy, then all rights and licenses granted under or pursuant to any section of this Agreement are by such Party to the other Party are, and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00be, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the U.S. Bankruptcy Code and any similar Laws in any other country in the Territory, licenses of rights to "intellectual property" as defined under Section 101(35A) of the U.S. Bankruptcy Code. Upon The Parties agree that all intellectual property rights licensed hereunder, including, without limitation, any patents or patent applications in any country of a party covered by the bankruptcy license grants under this Agreement, are part of any Party, the "intellectual property" as defined under Section 101(52) of the Bankruptcy Code subject to the protections afforded the non-bankrupt terminating Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code, and any similar law or regulation in any other country.

Termination for Insolvency. To A Party shall have the extent permitted under Law, either Party may right to terminate this Agreement, (a) Agreement in its entirety immediately upon written notice to the other Party if, at any time, (a) the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country, country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the other Party or of substantially all of its assets, or (b) if the other Party is shall be served with an involuntary petition filed against it, filed it in any insolvency proceeding, and such petition shall not be dismissed within ninety sixty (9060) days after the filing thereof, or (c) if the other Party shall propose or be is a party to any dissolution or liquidation105 Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. liquidation proceedings. In the event that this Agreement is terminated or (d) if the other rejected by a Party shall make an assignment of substantially or its receiver or trustee under applicable bankruptcy laws due to such Party’s bankruptcy, then all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are by such Party to the other Party are, and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00the U.S. Bankruptcy Code and any similar laws in any other country, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in under Section 101(35A101(52) of the U.S. Bankruptcy Code. The Parties shall retain and may fully exercise agree that all Intellectual Property Rights licensed hereunder, including any Patent Rights in any country of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered a Party covered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties license grants under this Agreement, are or would be customarily delivered, shall be considered part of the “intellectual property” as defined under Section 101(35(A)) of the Bankruptcy Code subject to be “embodiments” of such intellectual property for purposes of the protections afforded the non-terminating Party under Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already any similar law or regulation in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Codeany other country.

Termination for Insolvency. To Subject to the extent permitted under Lawapplicable Bankruptcy Code in any country, either each Party may terminate this Agreement, (a) if, at any time, Agreement in its entirety upon immediate written notice if the other Party (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) makes a general assignment for the benefit of its creditors, (iii) commences a voluntary case under the Bankruptcy Code of any country, (iv) files a petition seeking to take advantage of any Laws relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fails to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in any involuntary case under the Bankruptcy Code of any country, (vi) takes any corporate action to effect any of the foregoing, (vii) has a proceeding or case commenced against it in any court of competent jurisdiction, seeking (A) its liquidation, reorganization, dissolution or agency pursuant to any statute winding-up, or regulation the composition or readjustment of any state or countryits debts, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for (B) the appointment of a receiver trustee, receiver, custodian, liquidator or trustee the like of the Party all or of substantially all any substantial part of its assets, or (bC) if similar relief under the other Party Bankruptcy Code of any country, or an order, judgment or decree approving any of the foregoing is served with an involuntary petition against itentered, filed and, in any insolvency proceedingeach case (A) through (C), and such petition shall not be dismissed within ninety proceeding or case continues unstayed for a period of sixty (9060) days after the filing thereofdays, or (cviii) if has an order for relief against it entered in an involuntary case under the other Party shall propose or be a party to Bankruptcy Code of any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4country. All rights and licenses granted under or pursuant to any section of this Agreement by each Party to the other Party, as applicable, are and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx the Txxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) , as amended, licenses of rights to “intellectual property” as defined in Section under Article 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Termination for Insolvency. To the extent permitted under Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or for insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety [***] (90[***]) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A101(56) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Partyproperty, and suchsuch intellectual property, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection *** Certain information on this page has been omitted and filed separately with the Parties’ performance under this Agreement from time Commission. Confidential treatment has been requested with respect to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Codeomitted portions.

Termination for Insolvency. To the extent permitted under Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 24b-2 of the Securities Exchange Act of 19331934, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Termination for Insolvency. To In the extent permitted under Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation event of any state receivership, insolvency or countrybankruptcy proceedings instituted by or against XXXXXXX OPERATING RESOURCES under a bankruptcy, insolvency or other law relating to the relief of the adjustment of indebtedness, rehabilitation or reorganization of debtors or the making of an assignment for the benefit of creditors by XXXXXXX OPERATING RESOURCES or if a decree or order by a court having Jurisdiction in the premises shall be entered approving a petition in bankruptcy seeking reorganization of XXXXXXX OPERATING RESOURCES under the Federal Bankruptcy Act or insolvency any similar statute applicable to XXXXXXX OPERATING RESOURCES or for reorganization or for an arrangement or for the appointment of appointing a receiver or conservator or liquidator or trustee of the Party XXXXXXX OPERATING RESOURCES or of substantially all of the property of XXXXXXX OPERATING RESOURCES (other than a receiver, conservator, liquidator or trustee appointed in a proceeding not based upon insolvency of XXXXXXX OPERATING RESOURCES or upon its assetsinability to pay its debts as they become due), or (b) if in the event any execution of attachment shall be issued against XXXXXXX OPERATING RESOURCES or all or substantially all of XXXXXXX OPERATING RESOURCES property whereby the Oil Terminal shall be taken or occupied or attempted to be taken or occupied by some person other Party is served with an involuntary petition against itthan XXXXXXX OPERATING RESOURCES, filed in any insolvency proceedingexcept as may herein be permitted, and such petition execution, attachment or occupation shall not be dismissed removed within ninety (90) 30 days after from the filing thereofdate it first occurs, or (c) if the other Party then XXXXXXX OPERATING RESOURCES shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be in breach of this Operating Agreement and this Operating Agreement shall immediately terminate and XXXXXXX HOLDINGS reserves all remedies for purposes breach of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Operating Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Termination for Insolvency. To Subject to the extent permitted under Lawapplicable Bankruptcy Code in any country, either each Party may terminate this Agreement, (a) if, at any time, Agreement in its entirety upon immediate written notice if the other Party (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) makes a general assignment for the benefit of its creditors, (iii) commences a voluntary case under the Bankruptcy Code of any country, (iv) files a petition seeking to take advantage of any Laws relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fails to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in any involuntary case under the Bankruptcy Code of any country, (vi) takes any corporate action to effect any of the foregoing, (vii) has a proceeding or case commenced against it in any court of competent jurisdiction, seeking (A) its liquidation, reorganization, dissolution or agency pursuant to any statute winding-up, or regulation the composition or readjustment of any state or countryits debts, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for (B) the appointment of a receiver trustee, receiver, custodian, liquidator or trustee the like of the Party all or of substantially all any substantial part of its assets, or (bC) if similar relief under the other Party Bankruptcy Code of any country, or an order, judgment or decree approving any of the foregoing is served with an involuntary petition against itentered, filed and, in any insolvency proceedingeach case (A) through (C), and such petition shall not be dismissed within ninety proceeding or case continues unstayed for a period of sixty (9060) days after the filing thereofdays, or (cviii) if has an order for relief against it entered in an involuntary case under the other Party shall propose or be a party to Bankruptcy Code of any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4country. All rights and licenses granted under or pursuant to any section of this Agreement by each Party to the other Party, as applicable, are and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx the Txxxx 00, Xxxxxx Xxxxxx Code Code, as amended (the “US Bankruptcy Code”) ), licenses of rights to “intellectual property” as defined in Section under Article 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the US Bankruptcy Code.

Termination for Insolvency. To the extent permitted under Law, either Party Either party may immediately terminate this AgreementAgreement effective upon delivery of written notice to the other party if such other party: (i) admits in writing its inability to pay its debts generally as they become due, (aii) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, makes a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an general assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed , (iii) institutes proceedings to be for purposes of Section 365(n) of Xxxxx 00adjudicated a voluntary bankrupt, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating or consents to the Licensed Intellectual Property thatfiling of a petition of bankruptcy against it, in the course (iv) is adjudicated by a court of dealing between the Parties competent jurisdiction as being bankrupt or insolvent, (v) seeks reorganization under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the any bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate ofact, or complete access to, any intellectual property licensed consents to the non-bankrupt [*] = Certain confidential information contained filing of a petition seeking such reorganization, or (vi) has a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already bankruptcy or in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform insolvency covering all or substantially all of its obligations property or providing for the liquidation of its property or business affairs. Effects of Termination. Upon termination or expiration of this Agreement: Reseller shall be classified as an Inactive Reseller. See Section 14. g below for a description of Inactive Reseller rights. Reseller will cease to act as an active Reseller of the Products, All sums due to BluBØX but not yet paid will become immediately due and payable, Reseller will return to BluBØX all BluBØX Proprietary Information (and all copies thereof) in the possession or under the control of Reseller and all sales promotion material obtained in accordance with this Agreement. All written agreements entered into Upon request by XxxXXX, a duly authorized representative of Reseller will certify in connection writing to BluBØX that all such materials have been returned to BluBØX. Reseller agrees, if so, requested by any of its End-Users, to cooperate as reasonably required to transition the End-User and any ongoing contractual responsibilities it has with the Parties’ performance under this Agreement from time such End User to time an authorized BluBØX Reseller or partner of End-User’s choice. Inactive Reseller Status Resellers shall be considered agreements classified as “supplementaryInactive” when their right to pursue new clients has expired. Inactive Resellers may continue to collect recurring revenue from their clients and must promptly pay BluBØX’s monthly invoices for such services. Inactive Resellers may order BluBØX hardware items and Professional Services for their existing clients as needed to expand existing systems. The associated monthly licenses will be automatically added to the monthly invoices. Inactive Resellers must pay their invoices promptly, else they shall be subject to the penalties and remedies provided for Active Resellers in this Agreement for purposes of Section 365(n) of the Bankruptcy CodeAgreement.

Termination for Insolvency. To the extent permitted under Lawby law, upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors (a “Bankruptcy Event”) by either Party Party, BIND, in the case of a Bankruptcy Event by Amgen, or Amgen, in the case of a Bankruptcy Event by BIND, may terminate this Agreement; provided, (a) ifhowever, at any timethat, in the other Party files in any court or agency pursuant to any statute or regulation case of any state or countryinvoluntary bankruptcy proceeding, a petition in such right to terminate will only become effective if the subject Party consents to the involuntary bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party such proceeding is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall will retain and may fully exercise all of their respective its rights and elections under the US Bankruptcy Code. All materials required to be delivered Code and foreign equivalents, including that upon commencement of a bankruptcy proceeding by or against such Party undergoing a bankruptcy proceeding (the non-bankrupt Party “Affected Party”) under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are US Bankruptcy Code or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Partyforeign equivalents, the non-bankrupt Affected Party shall further will be entitled to a complete duplicate of, duplicates of or complete access to, as such non-Affected Party deems appropriate, any Know-How and Patent and other intellectual property licensed rights and all embodiments hereof (sub)licensed or to the be transferred to such non-bankrupt [*] = Certain confidential information contained in this documentAffected Party hereunder by the Affected Party. Such Know-How, marked by brackets, is filed with the Securities rights and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall embodiments will be promptly delivered to the non-bankrupt Affected Party (i) upon any such commencement of a bankruptcy proceeding and upon written request thereof by the non-Affected Party, unless the bankrupt Affected Party elects to continue, and continues, continue to perform all of its obligations under this Agreement. All written agreements entered into in connection with , or (ii) if not delivered under the Parties’ performance under foregoing clause (i), upon the rejection of this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) by or on behalf of the Affected Party upon written request therefore by the non-Affected Party. This Section 15.2(d) is without prejudice to any rights the non-Affected Party may have arising under the US Bankruptcy Code, foreign equivalents or other law. Amgen Contract No.: 2013579490 38 EXECUTION COPY

Termination for Insolvency. To In the extent permitted under Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation event of any state receivership, insolvency or countrybankruptcy proceedings instituted by or against XXXXXXX OPERATING RESOURCES under a bankruptcy, insolvency or other law relating to the relief of the adjustment of indebtedness, rehabilitation or reorganization of debtors or the making of an assignment for the benefit of creditors by XXXXXXX OPERATING RESOURCES or if a decree or order by a court having Jurisdiction in the premises shall be entered approving a petition in bankruptcy seeking reorganization of XXXXXXX OPERATING RESOURCES under the Federal Bankruptcy Act or insolvency any similar statute applicable to XXXXXXX OPERATING RESOURCES or for reorganization or for an arrangement or for the appointment of appointing a receiver or conservator or liquidator or trustee of the Party XXXXXXX OPERATING RESOURCES or of substantially all of the property of XXXXXXX OPERATING RESOURCES (other than a receiver, conservator, liquidator or trustee appointed in a proceeding not based upon insolvency of XXXXXXX OPERATING RESOURCES or upon its assetsinability to pay its debts as. they become due), or (b) if in the event any execution of attachment shall be issued against XXXXXXX OPERATING RESOURCES or all or substantially all of XXXXXXX OPERATING RESOURCES property whereby the Oil Terminal shall be taken or occupied or attempted to be taken or occupied by some person other Party is served with an involuntary petition against itthan XXXXXXX OPERATING RESOURCES, filed in any insolvency proceedingexcept as may herein be permitted, and such petition execution, attachment or occupation shall not be dismissed removed within ninety (90) 30 days after from the filing thereofdate it first occurs, or (c) if the other Party then XXXXXXX OPERATING RESOURCES shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be in breach of this Operating Agreement and this Operating Agreement shall immediately terminate and XXXXXXX HOLDINGS reserves all remedies for purposes breach of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Operating Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Termination for Insolvency. To the extent permitted under Law, either Party may terminate this Agreement, (a) ifIf, at any timetime during the Term (i) a case is commenced by or against either Party under Xxxxx 00, Xxxxxx Xxxxxx Code, as amended, or analogous provisions of Applicable Law outside the other United States (the “Bankruptcy Code”) and, in the event of an involuntary case under the Bankruptcy Code, such case is not dismissed within […***…] after the commencement thereof, (ii) either Party files in any court for or agency pursuant is subject to any statute the institution of bankruptcy, liquidation or regulation of any state receivership proceedings (other than a case under the Bankruptcy Code), (iii) either Party assigns all or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all substantial portion of its assets for the benefit of creditors. Each Party agrees , (iv) a receiver or custodian is appointed for either Party’s business, or (v) a substantial portion of either Party’s business is subject to give attachment or similar process; then, in any such case ((i), (ii), (iii), (iv) or (v)), the other Party prompt may terminate this Agreement upon written notice of to the foregoing events giving rise to termination extent permitted under this Section 11.4Applicable Law. All rights and licenses granted under or pursuant to any section of this Agreement are by CDL to Kite (and Kite to CDL, as applicable), are, and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) , licenses of rights to “intellectual property” as defined in Section under Article 101(35A) of the Bankruptcy Code. The Parties agree that each Party, as a licensee of such Intellectual Property Rights under this Agreement, shall retain and may fully exercise all of their respective its rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property The Parties further agree that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) event of the commencement of a bankruptcy proceeding by or against a Party under the Bankruptcy Code. Upon Code or analogous provisions of applicable Laws outside the bankruptcy of any PartyUnited States, the non-bankrupt other Party shall further will be entitled to a complete duplicate of, of (or complete access to, as appropriate) any intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this documentsuch Party and all embodiments of such intellectual property, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and suchwhich, if not already in its such Party’s possession, shall will be promptly delivered to the non-bankrupt it (a) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefor, unless the bankrupt Party in the bankruptcy proceeding elects to continue, and continues, continue to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this License Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.or

Termination for Insolvency. To Each Party shall give the extent permitted other Party reasonable prior notice of the filing with respect to itself of any voluntary petition, and prompt notice of the filing with respect to itself of any involuntary petition, under Law, any bankruptcy laws. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. In the event that either Party may terminate this Agreement, Party: (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in for protection under bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or laws; (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make makes an assignment of all or substantially all of its assets for the benefit of creditors. Each Party agrees to give ; (c) appoints or suffers appointment of a receiver or trustee over all or substantially all of its assets; and (d) files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within [***] days of the filing thereof (each of (a)-(d), a “Bankruptcy Action”), then the other Party prompt may terminate this Agreement effective immediately upon written notice of the foregoing events giving rise to termination under this Section 11.4such Party. All rights and licenses granted under or pursuant to any section of this Agreement are are, and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00be, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. Upon the bankruptcy of filing such protection or petition by Archemix, Archemix shall, without any Partydelay, the nonperform all necessary procedures under any then-bankrupt Party shall further be entitled to a complete duplicate ofapplicable laws including, or complete access but not limited to, Section 365(n) of the United States Bankruptcy Code, to protect all rights and licenses granted to Ribomic under Section 2.1.1 hereof in order for retaining and defending such rights and license. Notwithstanding any intellectual property licensed to the non-bankrupt [*] = Certain confidential information provision contained in this documentAgreement to the contrary, marked by bracketsif any Bankruptcy Action takes place with respect to Archemix, is filed with and the Securities and Exchange Commission trustee in bankruptcy of Archemix, or Archemix as a debtor-in-possession, properly elects to reject this Agreement, Ribomic may, pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code, retain and enforce any and all rights hereunder granted to Ribomic to the maximum extent permissible by law. All rights, powers and remedies of Ribomic, as a licensee hereunder, provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including, without limitation, the Bankruptcy Code) in the event of the commencement of a Bankruptcy Action with respect to Archemix. Ribomic, in addition to the rights, powers and remedies expressly provided herein, shall be entitled to exercise all other such rights and powers and resort to all other such remedies as may now or hereafter exist at law or in equity (including the Bankruptcy Code) in such event.

Termination for Insolvency. To the extent permitted under Law, either Either Party may terminate this Agreement, (a) Agreement if, at any time, (a) the other Party files shall file in any court or agency pursuant to any statute or regulation of any state state, country or countryjurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee bankruptcy. under Chapter 7 of the Party or of substantially all of its assetsU.S. Bankruptcy Code, or (b) if the such other Party is shall be served with an involuntary petition in bankruptcy under Chapter 7 of the U.S. Bankruptcy Code against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days [ * ] after the filing thereof, or (c) if the such other Party shall propose or be a party to any dissolution or liquidation, other than a dissolution or liquidation for the purpose of completing a reorganization, consolidation or merger with another entity, or (d) if the such other Party shall make an assignment of substantially all of its assets for the benefit of its creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are are, and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “United States Bankruptcy Code”) , licenses of rights to “intellectual property” as defined in under Section 101(35A101(56) of the United States Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property agree that, in the course event of dealing between the Parties commencement of a bankruptcy proceeding by or against [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. one Party hereunder under this Agreementthe United States Bankruptcy Code, are or would be customarily delivered, the other Party shall be considered entitled to be “embodiments” complete access to any such intellectual property, and all embodiments of such intellectual property for purposes of Section 365(n) property, pertaining to the rights granted in the licenses hereunder of the Bankruptcy Code. Upon Party by or against whom a bankruptcy proceeding has been commenced, subject, however, to payment of the bankruptcy fees, milestone payments and royalties set forth in this Agreement through the effective date of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Codetermination hereunder.

Termination for Insolvency. To Each Party shall give the extent permitted other Party reasonable prior notice of the filing with respect to itself of any voluntary petition, and prompt notice of the filing with respect to itself of any involuntary petition, under Law, any bankruptcy laws. In the event that either Party may terminate this Agreement, Party: (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in for protection under bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or laws; (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make makes an assignment of all or substantially all of its assets for the benefit of creditors. Each Party agrees to give ; (c) appoints or suffers appointment of a receiver or trustee over all or substantially all of its assets; and (d) files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within [***] days of the filing thereof (each of (a)-(d), a “Bankruptcy Action”), then the other Party prompt may terminate this Agreement effective immediately upon written notice of the foregoing events giving rise to termination under this Section 11.4such Party. All rights and licenses granted under or pursuant to any section of this Agreement are are, and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00be, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. Upon the bankruptcy Further, upon filing such protection or petition by Archemix, Archemix shall, without any delay, Portions of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is Exhibit were omitted and have been filed separately with the Securities and Exchange Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act Act. perform all necessary procedures under any then-applicable laws including, but not limited to, Section 365(n) of 1933the United States Bankruptcy Code, as amendedto protect all rights and licenses granted to Ribomic under Section 2.1.1 hereof in order for retaining and defending such rights and license. PartyNotwithstanding any provision contained in this Agreement to the contrary, if any Bankruptcy Action takes place with respect to Archemix, and suchthe trustee in bankruptcy of Archemix, if not already in its or Archemix as a debtor-in-possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party properly elects to continue, and continues, to perform all of its obligations under reject this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time , Ribomic may, pursuant to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code, retain and enforce any and all rights hereunder granted to Ribomic to the maximum extent permissible by law. All rights, powers and remedies of Ribomic, as a licensee hereunder, provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including, without limitation, the Bankruptcy Code) in the event of the commencement of a Bankruptcy Action with respect to Archemix. Ribomic, in addition to the rights, powers and remedies expressly provided herein, shall be entitled to exercise all other such rights and powers and resort to all other such remedies as may now or hereafter exist at law or in equity (including the Bankruptcy Code) in such event.

Termination for Insolvency. To Each Party shall have the extent permitted under Law, either Party may right to terminate this Agreement, (a) if, at any time, Agreement upon written notice to the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with incurs an Insolvency Event; provided, however, in the case of any involuntary petition against it, filed in any insolvency bankruptcy proceeding, and such petition right to terminate shall only become effective if the Party that incurs the Insolvency Event consents to the involuntary bankruptcy or if such proceeding is not be dismissed within ninety (90) days or stayed [***] after the filing thereof, . “Insolvency Event” means circumstances under which a Party (i) has a receiver or (c) if the other Party shall propose similar officer appointed over all or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all material part of its assets or business; (ii) passes a resolution for winding-up of all or a material part of its assets or business (other than a winding-up for the benefit purpose of, or in connection with, any solvent amalgamation or reconstruction) or a court enters an order to that effect; (iii) has entered against it an order for relief recognizing it as a debtor under any insolvency or bankruptcy laws (or any equivalent order in any jurisdiction); or (iv) enters into any composition or arrangement with its creditors with respect to all or a material part of creditors. Each Party agrees its assets or business (other than relating to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4a solvent restructuring). All rights and licenses granted under or pursuant to any section of this Agreement are by Hansoh or CaspianTern or their Affiliates are, and shall will otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “U.S. Bankruptcy Code”) , licenses of rights right to “intellectual property” as defined in under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties shall agree that the Parties and their respective Affiliates, Sublicensees and Third Party sublicensees, as licensees of such rights under this Agreement, will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy CodeCode and any foreign counterparts thereto. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) of the Bankruptcy Code.IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED]

Termination for Insolvency. To the extent permitted under Law, either 12.4.1 Either Party may terminate this Agreement, (a) Agreement if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is proposes a written agreement of composition or extension of substantially all of its debts, or if the other Party shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days [ * ] after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditorscreditors (each an “Insolvency Event”). Each Party agrees to give the other Party prompt notice Upon any termination of the Agreement by Medicis under this Section during the Research Collaboration Term and prior to the JRC’s confirmation of a PoC Compound: (a) all Collaboration Compounds identified prior to said termination date shall be deemed to be Medicis Development Compounds, (b) subject to the terms and conditions of this Agreement, Anacor shall grant and does hereby grant, as of the effective date of such termination and election by Medicis, an exclusive (even as to Anacor and its Affiliates), worldwide license (with the right to grant sublicenses) under the Anacor Exclusively Licensed IP, to make, have made, use, sell, offer for sale and import such Medicis Development Compounds and Derivatives thereof as and into Products in the Territory, (c) Medicis will have the right to continue the Development of any such deemed Medicis Development Compounds as of such termination event on its own or through Sublicensees, and (d) following any such termination by Medicis under this Section during the Research Collaboration Term and prior to the JRC’s confirmation of a PoC Compound, Medicis shall pay to Anacor (i) a royalty on Annual Net Sales of Products at a rate that is equal to [ * ] of the applicable royalty rates set forth in Section 6.4, (ii) non-royalty payments at a rate that is equal to [ * ] of the applicable rate set forth in Section 6.5, and (iii) [ * ] of the applicable milestone payments due under Sections 6.2 or 6.3 for any milestones achieved subsequent to Medicis’s termination under this Section. Notwithstanding anything to the contrary in this Agreement, Anacor shall have no further obligations to conduct the Program as of the effective date of such termination by Medicis under this Section. For clarity, the foregoing events giving rise to license and payment reductions apply only for termination under this Section 11.4. All rights during the Research Collaboration Term and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating prior to the Licensed Intellectual Property that, in the course JRC’s confirmation of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy CodePoC Compound.

Termination for Insolvency. To the extent permitted under Law, either Either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety one hundred and eighty (90180) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give To the other Party prompt notice of the foregoing events giving rise to termination extent permitted under this Section 11.4. All Law, all rights and licenses granted under or pursuant to any section of this Agreement Agreement, including any option to receive a license, are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A101 (35A) of the Bankruptcy Code. The Parties acknowledge that each BSP Option provided herein is, to the extent permitted under Law, an exclusivity provision within the meaning of Section 365(n) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of, or complete access to, any such intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Partyproperty, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Termination for Insolvency. To the extent permitted under by Law, upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors (a “Bankruptcy Event”) by either Party Party, Nogra, in the case of a Bankruptcy Event by Licensee, or Licensee, in the case of a Bankruptcy Event by Nogra, may terminate this Agreement; provided, (a) ifhowever, at any timethat, in the other Party files in any court or agency pursuant to any statute or regulation case of any state or countryinvoluntary bankruptcy proceeding, a petition in such right to terminate will only become effective if the subject Party consents to the involuntary bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party such proceeding is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall will retain and may fully exercise all of their respective its rights and elections under the U.S. Bankruptcy Code. All materials required to be delivered Code and foreign equivalents, including that upon commencement of a bankruptcy proceeding by or against such Party undergoing a bankruptcy proceeding (the non-bankrupt Party “Affected Party”) under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are U.S. Bankruptcy Code or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Partyforeign equivalents, the non-bankrupt Affected Party shall further will be entitled to a complete duplicate of, duplicates of or complete access to, as such non-Affected Party deems appropriate, any Know-How and patent and other intellectual property rights and all embodiments hereof licensed or to the be transferred to such non-bankrupt [*] = Certain confidential information contained in this documentAffected Party hereunder by the Affected Party. Such Know-How, marked by brackets, is filed with the Securities rights and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall embodiments will be promptly delivered to the non-bankrupt Affected Party (a) upon any such commencement of a bankruptcy proceeding and upon written request thereof by the non-Affected Party, unless the bankrupt Affected Party elects to continue, and continues, continue to perform all of its obligations under this Agreement. All written agreements entered into in connection with , or (b) if not delivered under the Parties’ performance under foregoing clause (a), upon the rejection of this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) by or on behalf of the Affected Party upon written request therefore by the non-Affected Party. This Section 12.3 is without prejudice to any rights the non-Affected Party may have arising under the U.S. Bankruptcy Code, foreign equivalents or other Law.

Termination for Insolvency. To the extent permitted under Law, either Either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such other Party consents to the involuntary bankruptcy or such petition shall is not be dismissed within ninety (90) [***] days after the filing thereof, or (c) if the other Party shall propose or be a party to any * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section Section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code or any foreign equivalent thereof (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A101 (56) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights rights, licenses and elections granted herein under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Partyproperty, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Termination for Insolvency. To If, at any time during the extent permitted under Law, either Party may terminate this AgreementTerm, (a) ifa case is commenced by or against either Party under Xxxxx 00, at any timeXxxxxx Xxxxxx Code, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assetsas amended, or analogous provisions of Applicable Law outside the United States (the “Bankruptcy Code”) and, in the event of an involuntary case under the Bankruptcy Code, such case is not dismissed within [***] after the commencement thereof, (b) if either Party files for or is subject to the institution of bankruptcy, liquidation or receivership proceedings (other Party is served with an involuntary petition against itthan a case under the Bankruptcy Code), filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other either Party shall propose assigns all or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all substantial portion of its assets for the benefit of creditors. Each Party agrees , (d) a receiver or custodian is appointed for either Party’s business, or (e) a substantial portion of either Party’s business is subject to give attachment or similar process; then, in any such case of (a)-(e), the other Party prompt may terminate this Agreement upon written notice of to the foregoing events giving rise to termination extent permitted under this Section 11.4Applicable Law. All rights and licenses granted under or pursuant to any section of this Agreement by each Party to the other Party, as applicable, are and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) , licenses of rights to “intellectual property” as defined in Section under Article 101(35A) of the Bankruptcy Code. The Parties agree that each Party, as a licensee of such Intellectual Property Rights under this Agreement, shall retain and may fully exercise all of their respective its rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property The Parties further agree that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) event of the commencement of a bankruptcy proceeding by or against a Party under the Bankruptcy Code. Upon Code or analogous provisions of Applicable Laws outside the bankruptcy of any PartyUnited States, the non-bankrupt other Party shall further will be entitled to a complete duplicate of, of (or complete access to, as appropriate) any intellectual property Intellectual Property Rights licensed to the non-bankrupt [*] = Certain confidential information contained in this documentsuch Party and all embodiments of such Intellectual Property Rights, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and suchwhich, if not already in its such Party’s possession, shall will be promptly delivered to the non-bankrupt it (i) upon any such commencement of a bankruptcy proceeding upon such Party’s written request therefor, unless the bankrupt Party in the bankruptcy proceeding elects to continue, and continues, continue to perform all of its obligations under this AgreementAgreement or (ii) if not delivered under clause (i), following the rejection of this Agreement in the bankruptcy proceeding, upon written request therefor by the other Party. All written agreements entered into in connection The Parties further agree that, upon the occurrence of a bankruptcy event with respect to a Party, each Party shall have the Parties’ performance right to retain and enforce their rights under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy CodeAgreement.

Termination for Insolvency. To the extent permitted under Law, either Party Either party may immediately terminate this AgreementAgreement effective upon delivery of written notice to the other party if such other party: (i) admits in writing its inability to pay its debts generally as they become due, (aii) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, makes a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an general assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed , (iii) institutes proceedings to be for purposes of Section 365(n) of Xxxxx 00adjudicated a voluntary bankrupt, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating or consents to the Licensed Intellectual Property thatfiling of a petition of bankruptcy against it, in the course (iv) is adjudicated by a court of dealing between the Parties competent jurisdiction as being bankrupt or insolvent, (v) seeks reorganization under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the any bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate ofact, or complete access to, any intellectual property licensed consents to the non-bankrupt [*] = Certain confidential information contained filing of a petition seeking such reorganization, or (vi) has a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already bankruptcy or in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform insolvency covering all or substantially all of its obligations property or providing for the liquidation of its property or business affairs. Effects of Termination. Upon termination or expiration of this Agreement: Reseller shall be classified as an Inactive Reseller. See Section 11. f below for a description of Inactive Reseller rights. Reseller will cease to act as an active Reseller of the Products, All sums due to BluBØX but not yet paid will become immediately due and payable, Reseller will return to BluBØX all BluBØX Proprietary Information (and all copies thereof) in the possession or under the control of Reseller and all sales promotion material obtained in accordance with this Agreement. All written agreements entered into Upon request by XxxXXX, a duly authorized representative of Reseller will certify in connection writing to BluBØX that all such materials have been returned to BluBØX. Reseller agrees, if so-requested by any of its End-Users, to cooperate as reasonably required to transition the End-User and any ongoing contractual responsibilities it has with the Parties’ performance under this Agreement from time such End User to time an authorized BluBØX Reseller or partner of End-User’s choice. Inactive Reseller Status Resellers shall be considered agreements classified as “supplementaryInactive” when their right to pursue new clients has expired. Inactive Resellers may continue to collect recurring revenue from their clients and must promptly pay BluBØX’s monthly invoices for such services. Inactive Resellers may order BluBØX hardware items and Professional Services for their existing clients as needed to expand existing systems. The associated monthly licenses will be automatically added to the monthly invoices. Inactive Resellers must pay their invoices promptly, else they shall be subject to the penalties and remedies provided for Active Resellers in this Agreement for purposes of Section 365(n) of the Bankruptcy CodeAgreement.

Termination for Insolvency. To the extent permitted under Lawby law, upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors (a “Bankruptcy Event”) by either Party Party, CKD, in the case of a Bankruptcy Event by Zafgen, or Zafgen, in the case of a Bankruptcy Event by CKD, may terminate this Agreement; provided, (a) ifhowever, at any timethat, in the other Party files in any court or agency pursuant to any statute or regulation case of any state or countryinvoluntary bankruptcy proceeding, a petition in such right to terminate shall only become effective if the subject Party consents to the involuntary bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party such proceeding is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. thereof Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective its rights and elections under the U.S. Bankruptcy Code. All materials required to be delivered Code and foreign equivalents, including that upon commencement of a bankruptcy proceeding by or against such Party undergoing a bankruptcy proceeding (the non-bankrupt Party “Affected Party”) under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are U.S. Bankruptcy Code or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Partyforeign equivalents, the non-bankrupt Affected Party shall further be entitled to a complete duplicate of, duplicates of or complete access to, as such non-Affected Party deems appropriate, any Technology and patent and other intellectual property rights and all embodiments hereof licensed or to the be transferred to such non-bankrupt [*] = Certain confidential information contained in this documentAffected Party hereunder by the Affected Party. Such Technology, marked by brackets, is filed with the Securities rights and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, embodiments shall be promptly delivered to the non-bankrupt Affected Party (i) upon any such commencement of a bankruptcy proceeding and upon written request therefore by the non-Affected Party, unless the bankrupt Affected Party elects to continue, and continues, continue to perform all of its obligations under this Agreement. All written agreements entered into in connection with , or (ii) if not delivered under the Parties’ performance under foregoing clause (i), upon the rejection of this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) by or on behalf of the Affected Party and upon written request therefore by the non-Affected Party. This Section 9.4 is without prejudice to any rights the non-Affected Party may have arising under the U.S. Bankruptcy Code, foreign equivalents or other law.

Termination for Insolvency. To the extent permitted under by Law, either Party may terminate this Agreementupon the filing or institution of bankruptcy, (a) ifreorganization, at any time, the other Party files in any court liquidation or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assetsreceivership proceedings, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make upon an assignment of substantially all a substantial portion of its the assets for the benefit of creditorscreditors (a “Bankruptcy Event”) by either Party, Aerpio, in the case of a Bankruptcy Event by Licensee, or Licensee, in the case of a Bankruptcy Event by Aerpio, may terminate this Agreement; provided, however, that, in the case of any involuntary bankruptcy proceeding, such right to terminate will only become effective if the subject Party consents to the [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. Each Party agrees to give ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. involuntary bankruptcy or such proceeding is not dismissed within [***] after the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4filing thereof. All rights and licenses granted under or pursuant to any section of this Agreement agreement are and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights right to “intellectual property” as defined in under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties shall Code and Licensee as licensee under this Agreement and Aerpio will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. All materials required to be delivered Code and foreign equivalents, including that upon commencement of a bankruptcy proceeding by or against such Party undergoing a bankruptcy proceeding (the non-bankrupt Party “Affected Party”) under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are U.S. Bankruptcy Code or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Partyforeign equivalents, the non-bankrupt Affected Party shall further will be entitled to a complete duplicate of, duplicates of or complete access to, as such non-Affected Party deems appropriate, any Know-How and patent and other intellectual property rights and all embodiments hereof licensed or to the be transferred to such non-bankrupt [*] = Certain confidential information contained in this documentAffected Party hereunder by the Affected Party. Such Know-How, marked by brackets, is filed with the Securities rights and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall embodiments will be promptly delivered to the non-bankrupt Affected Party (a) upon any such commencement of a bankruptcy proceeding and upon written request thereof by the non-Affected Party, unless the bankrupt Affected Party elects to continue, and continues, continue to perform all of its obligations under this Agreement. All written agreements entered into in connection with , or (b) if not delivered under the Parties’ performance under foregoing clause (a), upon the rejection of this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) by or on behalf of the Affected Party upon written request therefore by the non-Affected Party. This Section 10.4 is without prejudice to any rights the non-Affected Party may have arising under the U.S. Bankruptcy Code, foreign equivalents or other Law.

Termination for Insolvency. To the extent permitted under Lawby law, upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors (a “Bankruptcy Event”) by either Party Party, Bayer, in the case of a Bankruptcy Event by Aegerion, or Aegerion, in the case of a Bankruptcy Event by Bayer, may terminate this Agreement; provided, (a) ifhowever, at any timethat, in the other Party files in any court or agency pursuant to any statute or regulation case of any state or countryinvoluntary bankruptcy proceeding, a petition in such right to terminate shall only become effective if the subject Party consents to the involuntary bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party such proceeding is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety [CONFIDENTIAL TREATMENT REQUESTED] /*/ (90[CONFIDENTIAL TREATMENT REQUESTED] /*/) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective its rights and elections under the U.S. Bankruptcy Code. All materials required to be delivered Code and foreign equivalents, including that upon commencement of a bankruptcy proceeding by or against such Party undergoing a bankruptcy proceeding (the non-bankrupt Party “Affected Party”) under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are U.S. Bankruptcy Code or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Partyforeign equivalents, the non-bankrupt Affected Party shall further be entitled to a complete duplicate of, duplicates of or complete access to, as such non-Affected Party deems appropriate, any Technology and patent and other intellectual property rights and all embodiments hereof licensed or to the be transferred to such non-bankrupt [*] = Certain confidential information contained in this documentAffected Party hereunder by the Affected Party. Such Technology, marked by brackets, is filed with the Securities rights and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, embodiments shall be promptly delivered to the non-bankrupt Affected Party (i) upon any such commencement of a bankruptcy proceeding and upon written request thereof by the non-Affected Party, unless the bankrupt Affected Party elects to continue, and continues, continue to perform all of its obligations under this Agreement. All written agreements entered into in connection with , or (ii) if not delivered under the Parties’ performance under foregoing clause (i), upon the rejection of this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) by or on behalf of the Affected Party upon written request therefore by the non-Affected Party. This Section 9.4 is without prejudice to any rights the non-Affected Party may have arising under the U.S. Bankruptcy Code., foreign equivalents or other law. LICENSE AGREEMENT

Termination for Insolvency. To Each Party shall give the extent permitted other Party reasonable prior notice of the filing with respect to itself of any voluntary petition, and prompt notice of the filing with respect to itself of any involuntary petition, under Law, any bankruptcy laws. In the event that either Party may terminate this Agreement, Party: (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in for protection under bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or laws; (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make makes an assignment of all or substantially all of its assets for the benefit of creditors. Each Party agrees to give ; (c) appoints or suffers appointment of a receiver or trustee over all or substantially all of its assets; and (d) files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within [***] days of the filing thereof (each of (a)-(d), a “Bankruptcy Action”), then the other Party prompt may terminate this Agreement effective immediately upon written notice of the foregoing events giving rise to termination under this Section 11.4such Party. All rights and licenses granted under or pursuant to any section of this Agreement are are, and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00be, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. Upon the bankruptcy of Further, upon filing such protection or petition by Archemix, Archemix shall, without any Partydelay, the nonperform all necessary procedures under any then-bankrupt Party shall further be entitled to a complete duplicate ofapplicable laws including, or complete access but not limited to, Section 365(n) of the United States Bankruptcy Code, to protect all rights and licenses granted to Ribomic under Section 2.1.1 hereof in order for retaining and defending such rights and license. Notwithstanding any intellectual property licensed to the non-bankrupt [*] = Certain confidential information provision contained in this documentAgreement to the contrary, marked by brackets, is if any Bankruptcy Portions of this Exhibit were omitted and have been filed separately with the Securities and Exchange Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act of 1933, as amendedAct. PartyAction takes place with respect to Archemix, and suchthe trustee in bankruptcy of Archemix, if not already in its or Archemix as a debtor-in-possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party properly elects to continue, and continues, to perform all of its obligations under reject this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time , Ribomic may, pursuant to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code, retain and enforce any and all rights hereunder granted to Ribomic to the maximum extent permissible by law. All rights, powers and remedies of Ribomic, as a licensee hereunder, provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including, without limitation, the Bankruptcy Code) in the event of the commencement of a Bankruptcy Action with respect to Archemix. Ribomic, in addition to the rights, powers and remedies expressly provided herein, shall be entitled to exercise all other such rights and powers and resort to all other such remedies as may now or hereafter exist at law or in equity (including the Bankruptcy Code) in such event.

Termination for Insolvency. To the extent permitted under Subject to Applicable Law, either Party (i.e., the non-insolvent Party) may terminate this Agreement, (a) if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is proposes a written agreement of composition or extension of substantially all of its debts, or if the other Party shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety sixty (9060) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A101(56) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access toto all documents embodying, any such intellectual property licensed or relating to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 obtaining protection of the Securities Act of 1933, as amended. Partyor maintaining same, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Termination for Insolvency. To In the extent permitted under Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation event of any state receivership, insolvency or countrybankruptcy proceedings instituted by or against XXXXXXX OPERATING RESOURCES under a bankruptcy, insolvency or other law relating to the relief of the adjustment of indebtedness, rehabilitation or reorganization of debtors or the making of an assignment for the benefit of creditors by XXXXXXX OPERATING RESOURCES or if a decree or order by a court having Jurisdiction in the premises shall be entered approving a petition in bankruptcy seeking reorganization of XXXXXXX OPERATING RESOURCES under the Federal Bankruptcy Act or insolvency any similar statute applicable to XXXXXXX OPERATING RESOURCES or for reorganization or for an arrangement or for the appointment of appointing a receiver or conservator or liquidator or trustee of the Party XXXXXXX OPERATING RESOURCES or of substantially all of the property of XXXXXXX OPERATING RESOURCES (other than a receiver, conservator, liquidator or trustee appointed in a proceeding not based upon insolvency of XXXXXXX OPERATING RESOURCES or upon its assetsinability to pay its debts as they become due), or (b) if in the event any execution of attachment shall be issued against XXXXXXX OPERATING RESOURCES or all or substantially all of XXXXXXX OPERATING RESOURCES property whereby the Oil Terminal shall be taken or occupied or attempted to be taken or occupied by some person other Party is served with an involuntary petition against itthan XXXXXXX OPERATING RESOURCES, filed in any insolvency proceedingexcept as may herein be permitted, and such petition execution, attachment or occupation shall not be dismissed removed within ninety (90) 30 days after from the filing thereofdate it first occurs, or (c) if the other Party then XXXXXXX OPERATING RESOURCES shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be in breach of this Operating Agreement and this Operating Agreement shall immediately terminate and XXXXXXX MASSACHUSETTS reserves all remedies for purposes breach of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Operating Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Termination for Insolvency. To the extent permitted under Law, either Either Party may terminate this Agreement, (a) ifeffective immediately upon written notice to the other Party, at any time, if the other Party files in experiences any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or following: (ba) if the other Party (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is served with an involuntary petition against itadjudicated insolvent or bankrupt, filed (iii) admits in any insolvency proceedingwriting its ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED inability to pay its debts, and such petition shall (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, not be dismissed discharged within ninety 30 days, (90v) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make makes an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees , or (vi) suffers proceedings being instituted against it under any law related to give bankruptcy, insolvency, liquidation, or the reorganization, readjustment, or release of debtors and, if contested by it, not dismissed or stayed within ten days; (b) the institution or commencement by the other Party prompt notice of any proceeding under any law related to bankruptcy, insolvency, liquidation, or the reorganization, readjustment, or release of debtors; (c) the entering of any order for relief relating to any of the foregoing proceedings described in Section 6.5(a) or (b) above; (d) the calling by the other Party of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; or (e) the act or failure to act by the other Party indicating its consent to, approval of, or acquiescence in any of the proceedings described in Section 6.5(b) through (d) above. Furthermore, Licensor may terminate if any of the events giving rise described in this Section 6.5 occur with respect to termination (x) Guarantor, (y) any of Licensee’s Affiliates to whom Licensee has granted any rights under this Section 11.4Agreement, or (z) Licensee’s or its Affiliate’s sublicensee; provided that, with respect to Licensee’s or its Affiliates’ sublicensees, such termination shall not be effective until five days after written notice to Licensee if Licensee has not terminated such sublicensee’s sublicense agreement prior to the end of such five-day period. All rights and licenses granted under or pursuant to any section Notwithstanding the foregoing, in the event of termination of this Agreement are pursuant to this Section 6.5, all licenses and rights under this Agreement are, and shall otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “U.S. Bankruptcy Code”) , licenses of rights to “intellectual property” as defined in under Section 101(35A) 101 of the U.S. Bankruptcy Code. The Parties agree that they shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. All materials Each Party further agrees that, in the event of a rejection of this Agreement by or on behalf of the other Party in any bankruptcy proceeding by or against such other Party under the U.S. Bankruptcy Code the non-bankrupt Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of intellectual property, which, if not already in Licensee’s possession, shall be promptly delivered to it upon Licensee’s written request therefor. The term “embodiments” of intellectual property includes all tangible, intangible, electronic, or other embodiments of rights and licenses required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Codehereunder.

Termination for Insolvency. To In the extent permitted under Law, event that either Party may terminate this Agreement, Party: (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in for protection under bankruptcy or insolvency or for reorganization or for laws; (b) makes an arrangement or assignment for the benefit of creditors; (c) appoints or suffers appointment of a receiver or trustee of the Party or of over substantially all of its assets, property that is not discharged within [**] after such filing; (d) proposes a written agreement of composition or extension of its debts; (be) if the other Party proposes or is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, ; (f) files a petition under any bankruptcy or insolvency act or has any such petition filed against that is not discharged within [**] of the filing thereof; or (dg) if admits in writing its inability generally to meet its obligations as they fall due in the general course, then the other Party shall make an assignment of substantially all of may terminate this Agreement in its assets for the benefit of creditors. Each Party agrees entirety effective immediately upon written notice to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4such Party. All rights and licenses (collectively, the “Intellectual Property”) granted under or pursuant to any section of this Agreement are intended to be, and shall will otherwise be deemed to be be, for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx the United States Bankruptcy Code (the “Bankruptcy Code”) or any analogous provisions in any other country or jurisdiction, licenses of rights to “intellectual property” as defined in under Section 101(35A) of the Bankruptcy Code. The Parties shall agree that the licensee of such intellectual property under this Agreement will retain and may fully exercise all of their respective its rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (, including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code, or any analogous provisions in any other country or jurisdiction. Upon All of the bankruptcy rights granted to either Party under this Agreement will be deemed to exist immediately before the occurrence of any Partybankruptcy case in which the other Party is the debtor. If a bankruptcy proceeding is commenced by or against either Party under the Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the non-bankrupt debtor Party shall further will be entitled to a complete duplicate of, of (or complete access to, as appropriate) any intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this documentand all embodiments of such intellectual property, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and suchwhich, if not already in its the non-debtor Party’s possession, shall will be promptly delivered to the non-bankrupt Party, unless debtor Party within [**] of such request; provided that the bankrupt debtor Party elects is excused from its obligation to continue, and continues, deliver the intellectual property to the extent the debtor Party continues to perform all of its obligations under this Agreement. All written agreements entered into in connection with Agreement and the Parties’ performance under this Agreement from time has not been rejected pursuant to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy CodeCode or any analogous provision in any other country or jurisdiction.

Termination for Insolvency. To the extent permitted under Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or for insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety [***] (90[***]) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A101(56) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Partyproperty, and suchsuch intellectual property, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection *** Certain information on this page has been omitted and filed separately with the Parties’ performance under this Agreement from time Commission. Confidential treatment has been requested with respect to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Codeomitted portions.

Termination for Insolvency. To the extent permitted under Law, either Either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety one hundred and eighty (90180) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give To the other Party prompt notice of the foregoing events giving rise to termination extent permitted under this Section 11.4. All Law, all rights and licenses granted under or pursuant to any section of this Agreement Agreement, including any option to receive a license, are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A101 (35A) of the Bankruptcy Code. The Parties acknowledge that each BSP Option provided herein is, to the extent permitted under Law, an exclusivity provision within the meaning of Section 365(n) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Partyproperty, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Termination for Insolvency. To the extent permitted under Subject to Applicable Law, either Party (i.e., the non-insolvent Party) may terminate this Agreement, (a) if, at any time, the other Party files shall file in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is proposes a written agreement of composition or extension of substantially all of its debts, or if the other Party shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety sixty (9060) days after the filing thereof, or (c) if the ***** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission; omitted portions have been separately filed with the Commission other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx Tixxx 00, Xxxxxx Xxxxxx Code Xode (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A101(56) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access toto all documents embodying, any such intellectual property licensed or relating to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 obtaining protection of the Securities Act of 1933, as amended. Partyor maintaining same, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Termination for Insolvency. To In the extent permitted under Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation event of any state receivership, insolvency or countrybankruptcy proceedings instituted by or against XXXXXXX OPERATING RESOURCES under a bankruptcy, insolvency or other law relating to the relief of the adjustment of indebtedness, rehabilitation or reorganization of debtors or the making of an assignment for the benefit of creditors by XXXXXXX OPERATING RESOURCES or if a decree or order by a court having Jurisdiction in the premises shall be entered approving a petition in bankruptcy seeking reorganization of XXXXXXX OPERATING RESOURCES under the Federal Bankruptcy Act or insolvency any similar statute applicable to XXXXXXX OPERATING RESOURCES or for reorganization or for an arrangement or for the appointment of appointing a receiver or conservator or liquidator or trustee of the Party XXXXXXX OPERATING RESOURCES or of substantially all of the property of XXXXXXX OPERATING RESOURCES (other than a receiver, conservator, liquidator or trustee appointed in a proceeding not based upon insolvency of XXXXXXX OPERATING RESOURCES or upon its assetsinability to pay its debts as. they become due), or (b) if in the event any execution of attachment shall be issued against XXXXXXX OPERATING RESOURCES or all or substantially all of XXXXXXX OPERATING RESOURCES property whereby the Oil Terminal shall be taken or occupied or attempted to be taken or occupied by some person other Party is served with an involuntary petition against itthan XXXXXXX OPERATING RESOURCES, filed in any insolvency proceedingexcept as may herein be permitted, and such petition execution, attachment or occupation shall not be dismissed removed within ninety (90) 30 days after from the filing thereofdate it first occurs, or (c) if the other Party then XXXXXXX OPERATING RESOURCES shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.4. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be in breach of this Operating Agreement and this Operating Agreement shall immediately terminate and XXXXXXX MASSACHUSETTS reserves all remedies for purposes breach of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information), and all materials relating to the Licensed Intellectual Property that, in the course of dealing between the Parties under this Operating Agreement, are or would be customarily delivered, shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.