Common use of Insolvency or Bankruptcy Clause in Contracts

Insolvency or Bankruptcy. Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement effective on written notice to the other Party in the event the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this Agreement.

Insolvency or Bankruptcy. Either Party mayA. In the event that Tenant shall become a debtor under Chapter 7, in addition 11 or 13 of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) or Tenant shall elect to any other remedies available to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if all of the terms and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it by law or in equity, terminate this Agreement effective on written notice is essential to the other Party in ability of Landlord to continue servicing the event mortgage on the other Party shall have become insolvent Building that a decision on whether to assume or bankruptreject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession (“Debtor-in-Possession”) or shall have made an assignment any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (60) days after the benefit of its creditors, or there shall have been appointed a trustee or receiver filing of the other Party or for all or a substantial part of its propertypetition under the Bankruptcy Code (“Tenant’s Petition”), or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted under this Agreement are, and Lease shall be deemed to behave been rejected. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, for purposes of Section 365(n) as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy CodeLease. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party Landlord shall be entitled to complete access at least thirty (30) days prior written notice from Tenant, as Debtor-in-Possession, or its Trustee of any intention to any such intellectual propertyabandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to Tenant or the Trustee, and all embodiments of this Lease shall be cancelled, but Xxxxxxxx’s right to be compensated for damages in such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy liquidation proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this Agreementshall survive.

Insolvency or Bankruptcy. Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement effective on written notice to the other Party If Grantor becomes insolvent as defined in the event the other Party shall have become insolvent Colorado Uniform Commercial Code or bankrupt, or shall have made makes an assignment for the benefit of creditors; or if any action is brought by Grantor seeking its creditorsdissolution or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver or other custodian for any of its property; or if Grantor commences a voluntary proceeding under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by Grantor for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by Grantor seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; or if any action is brought against Grantor seeking its dissolution or liquidation of any of its assets, or there shall have been appointed seeking the appointment of a trustee trustee, interim trustee, receiver or receiver of the other Party or custodian for all or a substantial part any of its property, and any such action is consented to or acquiesced in by Grantor or is not dismissed within thirty (30) days after the date upon which it was instituted; or if any case proceeding under the Federal Bankruptcy Code is instituted against Grantor and (i) an order for relief is entered in such proceeding or (ii) such proceeding shall have been commenced is consented to or other action taken acquiesced in by Grantor or is not dismissed within thirty (30) days after the date upon which it was instituted; or if any reorganization or arrangement proceeding is instituted against Grantor for the other Party in bankruptcy or seeking reorganizationsettlement, liquidation, dissolution, winding-up, arrangementreadjustment, composition or readjustment extension of any of its debts or upon any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Partyterms, and such proceeding is consented to or acquiesced in by Grantor or is not dismissed within thirty (30) days after the date upon which it was instituted; or if any such event shall have continued for ninety (90) calendar days undismissedaction or petition is otherwise brought against Grantor seeking similar relief or alleging that it is insolvent, unbonded and undischarged. Furthermore, all rights and licenses granted under this Agreement areunable to pay its debts as they mature or generally not paying its debts as they become due, and shall be deemed such action or petition is consented to be, for purposes of Section 365(nor acquiesced in by Grantor or is not dismissed within thirty (30) of days after the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this Agreementdate upon which it was brought.

Insolvency or Bankruptcy. Either Party mayThe occurrence of any of the following shall, at Landlord's option, constitute a breach of this Lease by Tenant: (i) the appointment of a receiver to take possession of all or substantially all of the assets of Tenant or the Premises, (ii) an assignment by Tenant for the benefit of creditors, (iii) any action taken or suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted, (iv) the filing of any voluntary petition in addition bankruptcy by Tenant, or the filing of any involuntary petition by Tenant's creditors, which involuntary petition remains undischarged for a period of ninety (90) days, (v) the attachment, execution or other judicial seizure of all or substantially all of Tenant's assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of sixty (60) days after the levy thereof, (vi) the admission of Tenant in writing of its inability to pay its debts as they become due, (vii) the filing by Tenant of any answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation or dissolution of Tenant or similar relief, (viii) if within sixty (60) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or (ix) the occurrence of any of the foregoing with respect to any guarantor of Tenant's obligations under this Lease. Upon the occurrence of any such event or at any time thereafter, Landlord may elect to exercise any of its remedies under Section 18 above or any other remedies remedy available to it by at law or in equity. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, terminate and in no event shall this Agreement effective on written notice to the other Party in the event the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, Lease or any case rights or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment privileges under this Lease be an asset of its debts or any other relief Tenant under any bankruptcy, insolvencyinsolvency or reorganization proceedings. If, reorganization or other similar act or law upon the occurrence of any jurisdiction now of the events enumerated above, under applicable law Tenant or hereafter the trustee in effectbankruptcy has the right to affirm this Lease and continue to perform the obligations of Tenant under this Lease, Tenant or such trustee, in such time period as may be permitted by the bankruptcy court having jurisdiction, shall cure all defaults of Tenant outstanding under this Lease as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant's obligations under this Lease. Notwithstanding the provisions of Section 18.1, there shall have been issued a warrant of attachment, execution, distraint be no cure periods for any breach or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted default under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” 19 except as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth expressly provided in this AgreementSection 19.

Insolvency or Bankruptcy. Either Party 3.2.1.Either party may, in addition to any other remedies available to it by law or in equity, terminate this the Agreement effective on by written notice to the other Party party in the event the other Party latter party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party party or for all or a substantial part of its property, property or any case or proceeding shall have been commenced or other action taken by or against the other Party party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition arrangement or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint restraint or similar process against any substantial part of the property of the other Partyparty, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all 3.2.2.All rights and licenses granted under this or pursuant to the Agreement by Company or Cengent are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to “intellectual property” "Intellectual Property" as defined under Section 101(56) 101 of the United States U.S. Bankruptcy Code. The Parties parties agree that the parties as licensees of such rights under the Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 either party under the Securities Exchange Act of 1934, as amended. under the United States U.S. Bankruptcy Code, the other Party party hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to to, as appropriate) any such intellectual property, Intellectual Property and all embodiments or descriptions of such intellectual propertylicensed Intellectual Property, pertaining and same, if not already in their possession, shall be promptly delivered to the rights granted in the licenses hereunder it (a) upon any such commencement of the Party by or against whom a bankruptcy proceeding has been commenced; subjectupon its written request therefor, unless the party subject to payment such proceedings elects to continue to perform all of its obligations under the Agreement or (b) if not delivered under (a) above, upon the rejection of the Development and Commercial Milestone amounts and Running Royalties set forth in this AgreementAgreement by or on behalf of the party subject to such proceeding upon written request therefor by the nondebtor party. 3.3.

Insolvency or Bankruptcy. Either Party mayTenant hereby agrees that neither this Lease nor any interest herein shall be assignable or transferable by operation of law, in addition to any other remedies available to and it is mutually agreed, covenanted and understood by law or in equity, terminate this Agreement effective on written notice to and between the other Party parties hereto that in the event any proceedings under the other Party Bankruptcy Code or any amendment thereto, whether commenced by or against Tenant (provided that if such proceeding be involuntary, Tenant shall have become insolvent or bankruptsixty (60) days to dismiss the same), or shall have made in the event Tenant be adjudged insolvent, or if Tenant makes an assignment for the benefit of its creditors, or there shall have been if a writ of attachment or execution be levied on the leasehold estate created hereby or the business of Tenant operated upon the Premises or the assets of Tenant situated thereon and be not released or satisfied within thirty (30) days thereafter, or if any receiver be appointed in any proceeding or action to which Tenant is a trustee party, with authority to take possession or receiver control of the other Party Premises or for the business conducted thereon by Tenant and such receiver not be dismissed within sixty (60) days after appointment, this Lease, at the option of Landlord (a) shall continue in existence as long as (i) the payment of all Rent agreed to herein is paid or a substantial part of assured to Landlord's satisfaction, in its property, or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Partysole discretion, and any such event shall have continued for ninety (90ii) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event this Lease is assigned or assumed, no covenants in this Lease will be breached, or (b) shall immediately end and terminate and shall in no way be treated as an asset of Tenant after the exercise of the commencement aforesaid option; and Landlord shall have the right, after the exercise of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subjectsaid option, to payment of forthwith re-enter the Development and Commercial Milestone amounts and Running Royalties set forth in this AgreementPremises as its original estate.

Insolvency or Bankruptcy. Either Party mayA. In the event that Tenant shall become a debtor under Chapter 7, in addition 11 or 13 of the Bankruptcy Code ("Debtor") and the trustee ("Trustee") or Tenant shall elect to any other remedies available to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if all of the terms and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it by law or in equity, terminate this Agreement effective on written notice is essential to the other Party in ability of Landlord to continue servicing the event mortgage on the other Party shall have become insolvent Building that a decision on whether to assume or bankruptreject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession ("Debtor-in-Possession") or shall have made an assignment any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (60) days after the benefit of its creditors, or there shall have been appointed a trustee or receiver filing of the other Party or for all or a substantial part of its propertypetition under the Bankruptcy Code ("Tenant's Petition"), or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted under this Agreement are, and Lease shall be deemed to behave been rejected. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, for purposes of Section 365(n) as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy CodeLease. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party Landlord shall be entitled to complete access at least thirty (30) days prior written notice from Tenant, as Debtor-in-Possession, or its Trustee of any intention to any such intellectual propertyabandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to Tenant or the Trustee, and all embodiments of this Lease shall be cancelled, but Xxxxxxxx's right to be compensated for damages in such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy liquidation proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this Agreementshall survive.

Insolvency or Bankruptcy. Either Party mayThe occurrence of any of the following shall, at Landlord’s option, constitute a breach of this Lease by Tenant: (i) the appointment of a receiver to take possession of all or substantially all of the assets of Tenant or the Premises, (ii) an assignment by Tenant for the benefit of creditors, (iii) any action taken or suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted, (iv) the filing of any voluntary petition in addition bankruptcy by Tenant, or the filing of any involuntary petition by Tenant’s creditors, which involuntary petition remains undischarged for a period of ninety (90) days, (v) the attachment, execution or other judicial seizure of all or substantially all of Tenant’s assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of sixty (60) days after the levy thereof, (vi) the admission of Tenant in writing of its inability to pay its debts as they become due, (vii) the filing by Tenant of any answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation or dissolution of Tenant or similar relief, (viii) if within sixty (60) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or (ix) the occurrence of any of the foregoing with respect to any guarantor of Tenant’s Obligations under this Lease. Upon the occurrence of any such event or at any time thereafter, Landlord may elect to exercise any of its remedies under Section 18 above or any other remedies remedy available to it by at law or in equity. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, terminate and in no event shall this Agreement effective on written notice to the other Party in the event the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, Lease or any case rights or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment privileges under this Lease be an asset of its debts or any other relief Tenant under any bankruptcy, insolvencyinsolvency or reorganization proceedings. If, reorganization or other similar act or law upon the occurrence of any jurisdiction now of the events enumerated above, under applicable law Tenant or hereafter the trustee in effectbankruptcy has the right to affirm this Lease and continue to perform the obligations of Tenant under this Lease, Tenant or such trustee, in such time period as may be permitted by the bankruptcy court having jurisdiction, shall cure all defaults of Tenant outstanding under this Lease as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant’s obligations under this Lease. Notwithstanding the provisions of Section 18.1, there shall have been issued a warrant of attachment, execution, distraint be no cure periods for any breach or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted default under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” 19 except as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth expressly provided in this AgreementSection 19.

Insolvency or Bankruptcy. Either Party mayTenant hereby agrees that neither this Lease nor any interest herein shall be assignable or transferable by operation of law, in addition to any other remedies available to and it is mutually agreed, covenanted and understood by law or in equity, terminate this Agreement effective on written notice to and between the other Party parties hereto that in the event any proceedings under the Bankruptcy Code or any amendment thereto, or any other Party Laws and Orders, whether commenced by or against Tenant (provided that if such proceeding be involuntary, Tenant shall have become insolvent or bankruptthirty (30) days to dismiss the same), or shall have made in the event Tenant be adjudged insolvent, or if Tenant makes an assignment for the benefit of its creditors, or there shall have been if a writ of attachment or execution be levied on the leasehold estate created hereby or the business of Tenant operated upon the Premises or the assets of Tenant situated thereon and be not released or satisfied within ten (10) days thereafter, or if any receiver be appointed in any proceeding or action to which Tenant is a trustee party, with authority to take possession or receiver control of the other Party Premises or for the business conducted thereon by Xxxxxx and such receiver not be dismissed within thirty (30) days after appointment, this Lease, at the option of Landlord (a) shall continue in existence as long as (i) the payment of all Rent agreed to herein is paid or a substantial part of assured to Landlord's satisfaction, in its property, or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Partysole discretion, and any such event shall have continued for ninety (90ii) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event this Lease is assigned or assumed, no covenants in this Lease will be breached, or (b) shall immediately end and terminate and shall in no way be treated as an asset of Tenant after the exercise of the commencement aforesaid option; and Landlord shall have the right, after the exercise of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subjectsaid option, to payment of forthwith re-enter the Development and Commercial Milestone amounts and Running Royalties set forth in this Agreement.Premises as its original estate.‌

Insolvency or Bankruptcy. Either Party may, in addition Any assignment for the benefit of creditors or by operation of law shall not be effective to transfer any other remedies available to it by law or in equity, terminate this Agreement effective on written notice rights of Tenant hereunder to the other Party in said assignee without the event the other Party written consent of Landlord having first been obtained. If Tenant shall have become be declared insolvent or bankrupt, or if any assignment of Tenant's property shall have be made an assignment for the benefit of its creditorsor creditors or otherwise, or there if Tenant shall have been appointed commit any act of insolvency or should become insolvent or shall make any transfer or property the purpose of which might tend to defeat the collection of rent due or to become due under this Lease, or if Tenant's leasehold interest herein shall be levied upon under execution or seized by virtue of any writ of any court of law, or if a trustee or receiver of the other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of receiver be appointed for the property of Tenant, whether under the other Partyoperation of state or federal statues, then and in any such event case, Landlord may, at its option, immediately, with or without notice (notice being expressly waived), terminate this Lease and immediately take possession of said Premises using force as may be necessary without being guilty in any manner of trespass or forcible entry or detainer and without the same working any forfeiture of the obligations of Tenant hereunder. In case Tenant is adjudicated a bankrupt, or proceeds, or is proceeded against under any laws, state or federal, for relief of debtors, or in case a receiver is appointed to wind up in liquidate the affairs of Tenant, Landlord, at its election, shall have continued a probable claim in bankruptcy or receivership in an among equal to the sum of the last five (5) monthly installments of the rental provided for ninety (90) calendar days undismissedherein, unbonded which sum is fixed and undischarged. Furthermore, all rights and licenses granted under this Agreement areliquidated by the parties hereto as the minimum amount of the damage sustained by Landlord as a result of the Bankruptcy or receivership of Tenant, and shall constitute a debt probable in bankruptcy or receivership and the amount of said damages may be deemed to besatisfied, at the election of Landlord, out of any monies or securities deposited hereunder as security for purposes of Section 365(n) the payment by Tenant of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this Agreement.rent herein provided for:

Insolvency or Bankruptcy. Either Party mayThe occurrence of any of the following shall, at Landlord’s option, constitute a breach of this Lease by Tenant: (i) the appointment of a receiver to take possession of all or substantially all of the assets of Tenant or the Landlord’s Property; (ii) an assignment by Tenant for the benefit of creditors; (iii) any action taken or suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted; (iv) the filing of any voluntary petition in addition bankruptcy by Tenant, or the filing of any involuntary petition by Tenant’s creditors, which involuntary petition remains undischarged for a period of ninety (90) days; (v) the attachment, execution or other judicial seizure of all or substantially all of Tenant’s assets or the Landlord’s Property, if such attachment or other seizure remains undismissed or undischarged for a period of thirty (30) days after the levy thereof; (vi) the admission of Tenant in writing of its inability to pay its debts as they become due; (vii) the filing by Tenant of any answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation or dissolution of Tenant or similar relief; (viii) if within sixty (60) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed; or (ix) the occurrence of any of the foregoing on the part of any Guarantor. Upon the occurrence of any such event or at any time thereafter, Landlord may elect to exercise any of its remedies under Section 17 above or any other remedies remedy available to it by at law or in equity. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, terminate and in no event shall this Agreement effective on written notice to the other Party in the event the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, Lease or any case rights or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment privileges under this Lease be an asset of its debts or any other relief Tenant under any bankruptcy, insolvencyinsolvency or reorganization proceedings. If, reorganization or other similar act or law upon the occurrence of any jurisdiction now of the events enumerated above, under applicable law Tenant or hereafter the trustee in effectbankruptcy has the right to affirm this Lease and continue to perform the obligations of Tenant under this Lease, Tenant or such trustee, in such time period as may be permitted by the bankruptcy court having jurisdiction, shall cure all defaults of Tenant outstanding under this Lease as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant’s obligations under this Lease. Notwithstanding the provisions of Section 17.1, there shall have been issued a warrant of attachment, execution, distraint be no cure periods for any breach or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted default under this Agreement areSection 18, and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” except as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth expressly provided in this AgreementSection 18.

Insolvency or Bankruptcy. Either Party mayThe occurrence of any of the following shall, at Landlord's option, constitute a breach of this Lease by Tenant: (1) the appointment of a receiver to take possession of all or substantially all of the assets of Tenant or the Premises, (2) an assignment by Tenant for the benefit of creditors, (3) any action taken or suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted, (4) the filing of any voluntary petition in addition bankruptcy by Tenant, or the filing of any involuntary petition by Tenant's creditors, which involuntary petition remains undischarged for a period of thirty (30) days, (5) the attachment, execution or other judicial seizure of all or substantially all of Tenant's assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of ten (10) days after the levy thereof, (6) the admission of Tenant in writing of its inability to pay its debts as they become due, (7) the filing by Tenant of any answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation or dissolution of Tenant or similar relief, (8) if within thirty (30) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or (9) the occurrence of any of the foregoing on the part of any Guarantor. Upon the occurrence of any such event or at any time thereafter, Landlord may elect to exercise any of its remedies under Section 17 above or any other remedies remedy available to it by at law or in equity. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, terminate and in no event shall this Agreement effective on written notice to the other Party in the event the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, Lease or any case rights or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment privileges under this Lease be an asset of its debts or any other relief Tenant under any bankruptcy, insolvencyinsolvency or reorganization proceedings. If, reorganization or other similar act or law upon the occurrence of any jurisdiction now of the events enumerated above, under applicable law Tenant or hereafter the trustee in effectbankruptcy has the right to affirm this Lease and continue to perform the obligations of Tenant under this Lease, Tenant or such trustee, in such time period as may be permitted by the bankruptcy court having jurisdiction, shall cure all defaults of Tenant outstanding under this Lease as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant's obligations under this Lease. Notwithstanding the provisions of Section 17.1, there shall have been issued a warrant of attachment, execution, distraint be no cure periods for any breach or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted default under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” 18 except as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth expressly provided in this AgreementSection 18. 19.

Insolvency or Bankruptcy. Either Party may21.1 The occurrence of any of the following shall, in addition at Landlord's option, constitute a breach of this Lease by Tenant: (i) the appointment of a receiver to any other remedies available to it by law take possession of all or in equitysubstantially all of the assets of Tenant or the Premises, terminate this Agreement effective on written notice to the other Party in the event the other Party shall have become insolvent or bankrupt, or shall have made (ii) an assignment by Tenant for the benefit of its creditors, (iii) any action taken or there shall have been appointed suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted, (iv) the filing of any voluntary petition in bankruptcy by Tenant, or the filing of any involuntary petition by Tenant's creditors, which involuntary petition remains undischarged for a trustee period of thirty (30) days, (v) the attachment, execution or receiver other judicial seizure of the other Party or for all or substantially all of Tenant's assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a substantial part period of ten (10) business days after the levy thereof, (vi) the admission by Tenant in writing of its propertyinability to pay its debts as they become due, (vii) the filing by Tenant of any answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidationarrangement, dissolutioncomposition, winding-upreadjustment, liquidation or dissolution of Tenant or similar relief, or (viii) if within thirty (30) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition composition, readjustment, liquidation, dissolution or readjustment similar relief under any present or future statue, law or regulation, such proceeding shall not have been dismissed. Upon the occurrence of its debts any such event or at any time thereafter, this Lease shall terminate five (5) days after written notice of termination from Landlord to Tenant. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this Lease or any other relief right or privileges hereunder be an asset of Tenant under any bankruptcy, insolvencyinsolvency or reorganization proceedings. If, reorganization or other similar act or law upon the occurrence of any jurisdiction now of the events enumerated above, under applicable law Tenant or hereafter the trustee in effectbankruptcy has the right to affirm this Lease and continue to perform the obligations of -32- Tenant hereunder, Tenant or such trustee shall, in such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant outstanding hereunder as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant's obligations under this Lease. Notwithstanding the provisions of Section 20.1, there shall have been issued a warrant be no cure periods for any breach of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted default under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this AgreementArticle 21.

Insolvency or Bankruptcy. Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement effective on written notice to the other Party in the event the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Trademark Milestone amounts and Running Royalties set forth in this Agreement.

Insolvency or Bankruptcy. Either To the extent permitted under Applicable Law, either Party may, in addition to any other remedies available to it by law or in equity, may terminate this Agreement effective on written notice to 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 event 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 have become insolvent propose or bankruptbe a party to any dissolution or liquidation, or (d) if the other Party shall have made make an assignment of substantially all of its assets for the benefit of its creditors, or there shall have been appointed a trustee or receiver of . Each Party agrees to give the other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part prompt notice of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischargedforegoing events giving rise to termination under this Section 11.3. Furthermore, all All rights and licenses granted under or pursuant to any section of this Agreement are, are and shall otherwise be deemed to bebe 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) 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, licenses 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 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 rights 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 “intellectual propertysupplementary” as defined under to this Agreement for purposes of Section 101(56365(n) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this Agreement.

Insolvency or Bankruptcy. Either Party mayThe Tenant hereby agrees that neither ------------------------ this Lease or any interest herein shall be assignable or transferable by operation of law, in addition pursuant to any other remedies available proceedings under the Bankruptcy Code. It is hereby mutually agreed, covenanted and understood by and between the parties hereto that in the event any proceedings under the Bankruptcy Code or any amendment thereto, whether commenced by or against the Tenant (provided that if such proceeding be involuntary, the Tenant shall have thirty (30) days to it by law dismiss the same), or in equity, terminate this Agreement effective on written notice to the other Party in the event the other Party shall have become insolvent or bankruptTenant be adjudged insolvent, or shall have made if the Tenant makes an assignment for the benefit of its creditors, or there shall have been appointed if a trustee writ of attachment or receiver execution be levied on the leasehold estate created hereby or the business of the other Party Tenant operated upon the Premises or for all the assets of the Tenant situate thereon and be not released or a substantial part of its propertysatisfied within ten (10) days thereafter, or if any case receiver be appointed in any proceeding or proceeding shall have been commenced action to which the Tenant is a party, with authority to take possession or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part control of the property Premises or the business conducted thereon by the Tenant and such receiver not be dismissed within thirty (30) days after his appointment, this Lease, at the option of the other PartyLandlord (a) shall continue in existence as long as (i) the payment of all Rent agreed to herein is assured, and any such event shall have continued for ninety (90ii) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event the Lease is assigned or assumed, no covenants in the Lease will be breached, or (b) shall immediately end and terminate and shall in no way be treated as an asset of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions Tenant after the exercise of the Exhibit aforesaid option; and the Landlord shall have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under right, after the Securities Exchange Act exercise of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subjectsaid option, to payment of forthwith re enter the Development and Commercial Milestone amounts and Running Royalties set forth in this AgreementPremises as its original estate.

Insolvency or Bankruptcy. Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement and the Supply Agreement effective on written notice to the other Party in the event the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the such other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the such other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the such other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one a Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy CodeCode or the laws of the Republic of Italy, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted to the bankrupt Party in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this Agreementhereunder. [*****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Insolvency or Bankruptcy. Either Party may(a) In the event that Tenant shall become a debtor under Chapter 7, in addition 11 or 13 of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) or Tenant shall elect to any other remedies available to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if all of the terms and conditions of Sections 34(b) and 34(d) hereof are satisfied. Tenant acknowledges that it by law or in equity, terminate this Agreement effective on written notice is essential to the other Party in ability of Landlord to continue servicing the event mortgage on the other Party shall have become insolvent Building that a decision on whether to assume or bankruptreject this Lease be made promptly. Under these circumstances, or shall have made an assignment for the benefit of its creditorsTenant agrees that should Tenant, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its propertyas debtor-in-possession (“Debtor-in-Possession”), or any case or proceeding shall have been commenced or other action taken by or against Trustee appointed for Tenant fail to elect to assume this Lease within sixty (60) days after the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part filing of the property of petition under the other PartyBankruptcy Code (“Tenant’s Petition”), and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted under this Agreement are, and Lease shall be deemed to behave been rejected. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, for purposes of Section 365(n) as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy CodeLease. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party Landlord shall be entitled to complete access at least thirty (30) days prior written notice from Tenant, as Debtor-in-Possession, or its Trustee of any intention to any such intellectual propertyabandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to Tenant or the Trustee, and all embodiments of this Lease shall be cancelled, but Landlord’s right to be compensated for damages in such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy liquidation proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this Agreementshall survive.

Insolvency or Bankruptcy. Either Party mayThe occurrence of any of the following shall, at Landlord’s option, constitute a breach of this Lease by Tenant: (i) the appointment of a receiver to take possession of all or substantially all of the assets of Tenant or the Premises, (ii) an assignment by Tenant for the benefit of creditors, (iii) any action taken or suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted, (iv) the filing of any voluntary petition in addition bankruptcy by Tenant, or the filing of any involuntary petition by Tenant’s creditors, which involuntary petition remains undischarged for a period of ninety (90) days, (v) the attachment, execution or other judicial seizure of all or substantially all of Tenant’s assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of thirty (30) days after the levy thereof, (vi) the admission of Tenant in writing of its inability to pay its debts as they become due, (vii) the filing by Tenant of any answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation or dissolution of Tenant or similar relief, or (viii) if within sixty (60) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed. Upon the occurrence of any such event or at any time thereafter, Landlord may elect to exercise any of its remedies under Section 16.3 above or any other remedies remedy available to it by at law or in equity. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, terminate and in no event shall this Agreement effective on written notice to the other Party in the event the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, Lease or any case rights or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment privileges under this Lease be an asset of its debts or any other relief Tenant under any bankruptcy, insolvencyinsolvency or reorganization proceedings. If, reorganization or other similar act or law upon the occurrence of any jurisdiction now of the events enumerated above, under applicable law Tenant or hereafter the trustee in effectbankruptcy has the right to affirm this Lease and continue to perform the obligations of Tenant under this Lease, Tenant or such trustee, in such time period as may be permitted by the bankruptcy court having jurisdiction, shall cure all defaults of Tenant outstanding under this Lease as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant’s obligations under this Lease. Notwithstanding the provisions of Section 17.1, there shall have been issued a warrant of attachment, execution, distraint be no cure periods for any breach or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted default under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” 18 except as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth expressly provided in this AgreementSection 18.

Insolvency or Bankruptcy. Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement effective on written notice to the other Party Party, in the event the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver receive of the other Party or for substantially all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights to “"intellectual property” " as defined under in Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this Agreement.

Insolvency or Bankruptcy. Either Party mayUpon the happening of any of the following events, Landlord shall have the rights specified under Section 27.1 upon the occurrence of an “Event of Default” thereunder: (i) the admission by Tenant in addition writing of its inability to pay its debts as they become due; (ii) the filing by Tenant of a petition seeking any other remedies available to it by reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in equityany such proceeding or, terminate this Agreement effective on written notice to if within ninety (90) days after the other Party in the event the other Party shall have become insolvent or bankruptcommencement of any proceeding against Tenant seeking any reorganization, or arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have made an been dismissed; (iii) the appointment of a receiver or trustee to take possession of all or substantially all of the assets of Tenant if not discharged within ninety (90) days; (iv) a general assignment by Tenant for the benefit of creditors; (v) any action or proceeding commenced by Tenant under any insolvency or bankruptcy act, or under any other statute or regulation having as its purpose the protection of creditors, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and any such event shall have continued for action commenced against Tenant and not discharged within ninety (90) calendar days undismissedafter the date of commencement; or (vi) the attachment, unbonded and undischarged. Furthermoreexecution or other judicial seizure of all or substantially all of Tenant’s assets or the Premises, all rights and licenses granted under this Agreement are, and shall be deemed to be, if such attachment or other seizure remains undismissed or undischarged for purposes a period of Section 365(nthirty (30) of business days after the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this Agreementlevy thereof.

Insolvency or Bankruptcy. Either Party may21.1 The occurrence of any of the following shall, in addition at Landlord's option, constitute a breach of this Lease by Tenant: (i) the appointment of a receiver to any other remedies available to it by law take possession of all or in equitysubstantially all of the assets of Tenant or the Premises, terminate this Agreement effective on written notice to the other Party in the event the other Party shall have become insolvent or bankrupt, or shall have made (ii) an assignment by Tenant for the benefit of its creditors, (iii) any action taken or there shall have been appointed suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted, (iv) the filing of any voluntary petition in bankruptcy by Tenant, or the filing of any involuntary petition by Tenant's creditors, which involuntary petition remains undischarged for a trustee period of thirty (30) days, (v) the attachment, execution or receiver other judicial seizure of the other Party or for all or substantially all of Tenant's assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a substantial part period of ten (10) Business Days after the levy thereof, (vi) the admission by Tenant in writing of its propertyinability to pay its debts as they become due, (vii) the filing by Tenant of any answer admitting or falling timely to contest a material allegation of a petition filed against Tenant in any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidationarrangement, dissolutioncomposition, winding-upreadjustment, liquidation or dissolution of Tenant or similar relief, or (viii) if within thirty (30) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition composition, readjustment, liquidation, dissolution or readjustment similar relief under any present or future statue, law or regulation, such proceeding shall not have been dismissed. Upon the occurrence of its debts any such event or at any time thereafter, this Lease shall terminate five (5) days after written notice of termination from Landlord to Tenant. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this Lease or any other relief right or privileges hereunder be an asset of Tenant under any bankruptcy, insolvencyinsolvency or reorganization proceedings. If, reorganization or other similar act or law upon the occurrence of any jurisdiction now of the events enumerated above, under applicable law Tenant or hereafter the trustee in effectbankruptcy has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, Tenant or such trustee shall, in such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant outstanding hereunder as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant's obligations under this Lease. Notwithstanding the provisions of Section 20.1, there shall have been issued a warrant of attachment, execution, distraint be no cure periods for any breach or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted default under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this AgreementArticle 21.

Insolvency or Bankruptcy. Either To the extent permitted under Applicable Law, either Party may, in addition to any other remedies available to it by law or in equity, may terminate this Agreement effective on written notice to 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 event 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 have become insolvent propose or bankruptbe a party to any dissolution or liquidation, or (d) if the other Party shall have made make an assignment of substantially all of its assets for the benefit of its creditors, or there shall have been appointed a trustee or receiver of . Each Party agrees to give the other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part prompt notice of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischargedforegoing events giving rise to termination under this Section 12.3. Furthermore, all All rights and licenses granted under or pursuant to any section of this Agreement are, are and shall otherwise be deemed to bebe 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) 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, licenses 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 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 rights 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 “intellectual propertysupplementary” as defined under to this Agreement for purposes of Section 101(56365(n) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this Agreement.12.4

Insolvency or Bankruptcy. Either To the extent permitted under Applicable Law, either Party may, in addition to any other remedies available to it by law or in equity, may terminate this Agreement effective on written notice to 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 event 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 have become insolvent propose or bankruptbe a party to any dissolution or liquidation, or (d) if the other Party shall have made make an assignment of substantially all of its assets for the benefit of its creditors, or there shall have been appointed a trustee or receiver of . Each Party agrees to give the other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part prompt notice of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischargedforegoing events giving rise to termination under this Section 12.3. Furthermore, all All rights and licenses granted under or pursuant to any section of this Agreement are, are and shall otherwise be deemed to bebe 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) 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, licenses 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 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 rights 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 “intellectual propertysupplementary” as defined under to this Agreement for purposes of Section 101(56365(n) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this Agreement.

Insolvency or Bankruptcy. Either Party may21.1 The occurrence of any of the following shall, in addition at Landlord's option, constitute a breach of this Lease by Tenant: (i) the appointment of a receiver to any other remedies available to it by law take possession of all or in equitysubstantially all of the assets of Tenant or the Premises, terminate this Agreement effective on written notice to the other Party in the event the other Party shall have become insolvent or bankrupt, or shall have made (ii) an assignment by Tenant for the benefit of its creditors, (iii) any action taken or there shall have been appointed suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted, (iv) the filing of any voluntary petition in bankruptcy by Tenant, or the filing of any involuntary petition by Tenant's creditors, which involuntary petition remains undischarged for a trustee period of sixty (60) days, (v) the attachment, execution or receiver other judicial seizure of the other Party or for all or substantially all of Tenant's assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a substantial part period of ten (10) Business Days after the levy thereof, (vi) the admission by Tenant in writing of its propertyinability to pay its debts as they become due, (vii) the filing by Tenant of any answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidationarrangement, dissolutioncomposition, winding-upreadjustment, liquidation or dissolution of Tenant or similar relief, or (viii) if within sixty (60) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition composition, readjustment, liquidation, dissolution or readjustment similar relief under any present or future statue, law or regulation, such proceeding shall not have been dismissed. Upon the occurrence of its debts any such event or at any time thereafter, this Lease shall terminate five (5) days after written notice of termination from Landlord to Tenant. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this Lease or any other relief right or privileges hereunder be an asset of Tenant under any bankruptcy, insolvencyinsolvency or reorganization proceedings. If, reorganization or other similar act or law upon the occurrence of any jurisdiction now of the events enumerated above, under applicable law Tenant or hereafter the trustee in effectbankruptcy has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, Tenant or such trustee shall, in such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant outstanding hereunder as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant's obligations under this Lease. Notwithstanding the provisions of Section 20.1, there shall have been issued a warrant of attachment, execution, distraint be no cure periods for any breach or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted default under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this AgreementArticle 21.

Insolvency or Bankruptcy. Either Party mayThe occurrence of any of the following shall, at Landlord’s option, constitute a breach of this Lease by Tenant: (i) the appointment of a receiver to take possession of all or substantially all of the assets of Tenant or the Premises, (ii) an assignment by Tenant for the benefit of creditors, (iii) any action taken or suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted, (iv) the filing of any voluntary petition in addition bankruptcy by Tenant, or the filing of any involuntary petition by Tenant’s creditors, which involuntary petition remains undischarged for a period of ninety (90) days, (v) the attachment, execution or other judicial seizure of all or substantially all of Tenant’s assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of thirty (30) days after the levy thereof, (vi) the admission of Tenant in writing of its inability to pay its debts as they become due, (vii) the filing by Tenant of any answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation or dissolution of Tenant or similar relief, (viii) if within sixty (60) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or (ix) the occurrence of any of the foregoing on the part of any Guarantor. Upon the occurrence of any such event or at any time thereafter, Landlord may elect to exercise any of its remedies under Article 19 above or any other remedies remedy available to it by at law or in equity. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, terminate and in no event shall this Agreement effective on written notice to the other Party in the event the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, Lease or any case rights or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment privileges under this Lease be an asset of its debts or any other relief Tenant under any bankruptcy, insolvencyinsolvency or reorganization proceedings. If, reorganization or other similar act or law upon the occurrence of any jurisdiction now of the events enumerated above, under applicable law Tenant or hereafter the trustee in effectbankruptcy has the right to affirm this Lease and continue to perform the obligations of Tenant under this Lease, Tenant or such trustee, in such time period as may be permitted by the bankruptcy court having jurisdiction, shall cure all defaults of Tenant outstanding under this Lease as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant’s obligations under this Lease. Notwithstanding the provisions of Section 19.1, there shall have been issued a warrant of attachment, execution, distraint be no cure periods for any breach or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted default under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” Article 20 except as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth expressly provided in this AgreementArticle 20.

Insolvency or Bankruptcy. Either Party may, in addition to any other remedies available to it by law or in equity, terminate the rights and licenses granted to the other Party under this Agreement effective on by written notice to the other Party in the event (i) the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or (ii) there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, or (iii) any case or proceeding shall have been commenced or some other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, effect or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and any such event or action shall have continued for ninety (90) calendar 60 days undismissed, unbonded unbounded and undischarged; provided, however, that no such right to terminate shall pertain solely by virtue of a voluntary reorganization for the purpose of solvent amalgamation or reconstruction. Furthermore, all To the extent that the provisions of any bankruptcy or insolvency law applicable to the bankruptcy or insolvency of Modex fail to provide CTI as Licensee of Modex hereunder with rights and analogous to those which Modex enjoys under the provisions of United States bankruptcy law in regard to its ability to continue to exercise its rights under the licenses granted under to Modex by CTI hereunder so long as Modex continues to satisfy its obligations hereunder, appropriate provisions will be added to this Agreement areproviding CTI, and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subjectmaximum extent possible, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this Agreementwith such analogous rights.

Insolvency or Bankruptcy. Either To the extent permitted under Law, either Party may, in addition to any other remedies available to it by law or in equity, may terminate this Agreement effective on written notice to 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 event 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 [**] after the filing thereof, or (c) if the other Party shall have become insolvent propose or bankruptbe a party to any dissolution or liquidation, or (d) if the other Party shall have made make an assignment of substantially all of its assets for the benefit of its creditors. Upon the occurrence of any of the foregoing (a) through (d) affecting a Party, or there shall have been appointed a trustee or receiver of such Party agrees to give the other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken prompt notice thereof to the extent permitted by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischargedLaws. Furthermore, all All rights and licenses granted under or pursuant to any section of this Agreement are, to either Party 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 under in Section 101(56101(35A) 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. The parties further agree that that, in the event of the commencement of a bankruptcy proceeding by or against one a Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other non‑debtor Party shall be entitled to a complete duplicate of (or complete access to to, as appropriate) any such intellectual property, property and all embodiments of such intellectual property, pertaining to and the rights granted same, which, if not already in the licenses hereunder non‑debtor party’s possession, shall be promptly delivered to it (a) upon any such commencement of the Party by or against whom a bankruptcy proceeding has been commenced; subjectupon the non‑debtor party’s written request therefor, unless the debtor party continues to payment perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of the Development and Commercial Milestone amounts and Running Royalties set forth debtor party upon written request therefor by the non‑debtor party. All written agreements entered into in connection with the Parties’ conduct under this AgreementAgreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Insolvency or Bankruptcy. Either Party mayA. In the event that Tenant shall become a debtor under Chapter 7, in addition 11 or 13 of the Bankruptcy Code ("Debtor") and the trustee ("Trustee") or Tenant shall elect to any other remedies available to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if all of the terms and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it by law or in equity, terminate this Agreement effective on written notice is essential to the other Party in the event the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver ability of the other Party Landlord to continue servicing the mortgage on the Premises that a decision on whether to assume or for all or a substantial part of its propertyreject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession ("Debtor-in-Possession") or any case or proceeding shall have been commenced or other action taken by or against Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (60) days after the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part filing of the property of petition under the other PartyBankruptcy Code ("Tenant's Petition"), and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted under this Agreement are, and Lease shall be deemed to behave been rejected. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, for purposes of Section 365(n) as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy CodeLease. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party Landlord shall be entitled to complete access at least thirty (30) days prior written notice from Tenant, as Debtor-in-Possession, or its Trustee of any intention to any such intellectual propertyabandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to Tenant or the Trustee, and all embodiments of this Lease shall be canceled, but Xxxxxxxx's right to be compensated for damages in such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy liquidation proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this Agreementshall survive.

Insolvency or Bankruptcy. Either To the extent permitted under Applicable Law, either Party may, in addition to any other remedies available to it by law or in equity, may terminate this Agreement effective on written notice to 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 event 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 have become insolvent propose or bankruptbe a party to any dissolution or liquidation, or (d) if the other Party shall have made make an assignment of substantially all of its assets for the benefit of its creditors, or there shall have been appointed a trustee or receiver of . Each Party agrees to give the other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part prompt notice of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischargedforegoing events giving rise to termination under this Section 11.3. Furthermore, all All rights and licenses granted under or pursuant to any section of this Agreement are, are and shall otherwise be deemed to bebe 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 - 66 - SV\1263057.27 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) 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, licenses 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 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 rights 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 “intellectual propertysupplementary” as defined under to this Agreement for purposes of Section 101(56365(n) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this Agreement.

Insolvency or Bankruptcy. Either Party may, If (a) Tenant shall admit in addition writing its inability to any other remedies available to it by law or in equity, terminate this Agreement effective on written notice to the other Party in the event the other Party pay its debts as they mature; (b) Tenant shall have become insolvent or bankrupt, or shall have made make an assignment for the benefit of its creditors or take any other similar action for the protection or benefit of creditors, or there ; (c) Tenant shall have been appointed file a trustee or receiver of the other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the other Party voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent; (d) Tenant shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolutiondissolution or similar relief under the present or future applicable federal, winding-upstate or other statute or law relative to bankruptcy, arrangement, composition insolvency or readjustment of its debts or any other relief for debtors; (e) a petition shall be filed against Tenant under any bankruptcy, insolvency, the reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part provisions of the property of the other Party, Code and any Tenant shall fail to have such event shall have continued for petition discharged within ninety (90) calendar days undismissedof the filing thereof; (f) there shall be a sale or attempted sale by or under execution or other legal process of Tenant's leasehold interest hereunder and/or substantially all of Tenant's other assets; (g) Tenant's goods or chattels used in, unbonded and undischarged. Furthermoreor incident to, all rights and licenses granted under Tenant's operations at the Demised Premises are seized, sequestered or impounded by authority of law; or (h) there is an assignment by operation of law of Tenant's leasehold interest hereunder; then Landlord may terminate this Agreement areby giving five (5) days written notice of termination to Tenant. In no event shall this Agreement be assigned or assignable by reason of any voluntary or involuntary bankruptcy proceeding, nor shall any rights or privileges hereunder be an asset of Tenant in any bankruptcy, reorganization or debtor relief proceedings of any nature. If Landlord is prevented by any order, law, rule or judgment of any court from terminating this Agreement, and the Agreement continues pending resolution of Bankruptcy or insolvency proceedings, then Tenant shall be deemed to be, for purposes furnish security of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” performance as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this AgreementSection 12.04 to be administered by Landlord in the same manner specified for security in Article 14.

Insolvency or Bankruptcy. Either To the extent permitted under Applicable Law, either Party may, in addition to any other remedies available to it by law or in equity, may terminate this Agreement effective on written notice to 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 event 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 [***] after the filing thereof, or (c) if the other Party shall have become insolvent propose or bankruptbe a party to any dissolution or liquidation, or (d) if the other Party shall have made make an assignment of substantially all of its assets for the benefit of its creditors, or there shall have been appointed a trustee or receiver of . Each Party agrees to give the other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part prompt notice of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischargedforegoing events giving rise to termination under this Section 12.3. Furthermore, all All rights and licenses granted under or pursuant to any section of this Agreement are, are and shall otherwise be deemed to bebe 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) 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, licenses 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 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 rights 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 “intellectual propertysupplementary” as defined under to this Agreement for purposes of Section 101(56365(n) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this Agreement.

Insolvency or Bankruptcy. Either To the extent permitted under Applicable Law, either Party may, in addition to any other remedies available to it by law or in equity, may terminate this Agreement effective on written notice to 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 event 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 have become insolvent propose or bankruptbe a party to any dissolution or liquidation, or (d) if the other Party shall have made make an assignment of substantially all of its assets for the benefit of its creditors, or there shall have been appointed a trustee or receiver of . Each Party agrees to give the other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part prompt notice of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischargedforegoing events giving rise to termination under this Section 12.3. Furthermore, all All rights and licenses granted under or pursuant to any section of this Agreement are, are and shall otherwise be deemed to bebe for purposes of Section 365(n) of Title 11, United States 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) 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, licenses 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 Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to Execution Version continue, and continues, to perform all of rights 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 “intellectual propertysupplementary” as defined under to this Agreement for purposes of Section 101(56365(n) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this Agreement.

Insolvency or Bankruptcy. Either Party mayThe occurrence of any of the following shall, at Landlord’s option, constitute a breach of this Lease by Tenant; (i) the appointment of a receiver to take possession of all or substantially all of the assets of Tenant or the Premises, (ii) an assignment by Tenant for the benefit of creditors, (iii) any action taken or suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted, (iv) the filing of any voluntary petition in addition bankruptcy by Tenant, or the filing of any involuntary petition by Tenant’s creditors, which involuntary petition remains undischarged for a period of thirty (30) days, (v) the attachment, execution or other judicial seizure of all or substantially all of Tenant’s assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of ten (10) days after the levy thereof, (vi) the admission of Tenant in writing of its inability to pay its debts as they become due, (vii) the filing by Tenant of any answer admitting or failing timely to Contest a material allegation of a petition filed against Tenant in any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation or dissolution of Tenant or similar relief, (viii) if within thirty (30) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or (ix) the occurrence of any of the foregoing on the part of any Guarantor. Upon the occurrence of any such event or at any time thereafter, Landlord may elect to exercise any of its remedies under Article 19 above or any other remedies remedy available to it by at law or in equity. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, terminate and in no event shall this Agreement effective on written notice to the other Party in the event the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, Lease or any case rights or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment privileges under this Lease be an asset of its debts or any other relief Tenant under any bankruptcy, insolvencyinsolvency or reorganization proceedings. If, reorganization or other similar act or law upon the occurrence of any jurisdiction now of the events enumerated above, under applicable law Tenant or hereafter the trustee in effectbankruptcy has the right to affirm this Lease and continue to perform the obligations of Tenant under this Lease, Tenant or such trustee, in such time period as may be permitted by the bankruptcy court having jurisdiction, shall cure all defaults of Tenant outstanding under this Lease as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant’s obligations under this Lease. Notwithstanding the provisions of Section 19.1, there shall have been issued a warrant of attachment, execution, distraint be no cure periods for any breach or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted default under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” Article 20 except as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth expressly provided in this AgreementArticle 20.

Insolvency or Bankruptcy. Either Party mayA. In the event that Tenant shall become a debtor under Chapter 7, in addition 11 or 13 of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) or Tenant shall elect to any other remedies available to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if all of the terms and conditions of Sections 20.B. and 20.D, hereof are satisfied. Tenant acknowledges that it by law or in equity, terminate this Agreement effective on written notice is essential to the other Party in ability of Landlord to continue servicing the event mortgage on the other Party shall have become insolvent Building that a decision on whether to assume or bankruptreject this Lease be made promptly. Under these circumstances, Tenant agrees that should Tenant, as debtor-in-possession (“Debtor-in-Possession”) or shall have made an assignment any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (60) days after the benefit of its creditors, or there shall have been appointed a trustee or receiver filing of the other Party or for all or a substantial part of its propertypetition under the Bankruptcy Code (“Tenant’s Petition”), or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted under this Agreement are, and Lease shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been omitted rejected. Tenant further knowingly and have been filed separately pursuant voluntarily waives any right to an application for confidential treatment filed with the Securities seek additional time to affirm or reject this Lease and Exchange Commission pursuant acknowledges that there is no cause to Rule 24b-2 under the Securities Exchange Act of 1934seek such extension. If Tenant, as amended. under Debtor-in-Possession, or the United States Bankruptcy CodeTrustee abandons the Premises, the other Party same shall be deemed a rejection of this Lease. Landlord shall be entitled to complete access at least thirty (30) days’ prior written notice from Tenant, as Debtor-in-Possession, or its Trustee of any intention to any such intellectual propertyabandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to Tenant or the Trustee, and all embodiments of this Lease shall be cancelled, but Landlord’s right to be compensated for damages in such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy liquidation proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this Agreementshall survive.