Common use of Insolvency or Bankruptcy Clause in Contracts

Insolvency or Bankruptcy. (a) Either Party may, in addition to any other remedies available by law or in equity, terminate this Agreement by written notice to the other Party in the event the latter Party shall have become insolvent or bankrupt, or shall have 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 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 90 days undismissed, unbonded and undischarged. (b) All rights and licenses granted under or pursuant to this Agreement by DPC or 3DP are, and shall otherwise be deemed to be, for purposes of-Section 365(n) of the U.S. Bankruptcy Code, licenses of right to "Intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Party.

Insolvency or Bankruptcy. (a) 9.4.1 Either Party may, in addition to any other remedies available by law or in equity, terminate this Agreement by written notice to the other Party in the event that the latter Party shall have become insolvent or bankrupt, or shall have 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 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- winding-up, 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 or similar process against any substantial part of the property of the other Party, and any such event shall have continued for 90 days undismissed, unbonded and undischarged. (b) 9.4.2 All rights and licenses granted under or pursuant to this Agreement by DPC BMS or 3DP are, and shall otherwise be deemed to be, for purposes of-of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to "Intellectual propertyProperty," as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under ** Certain portions of this Exhibit have been omitted based upon a request for confidential treatment that has been filed with the U.S. Bankruptcy CodeCommission. The Parties further agree that, in omitted portions have been filed separately with the event of the commencement of a bankruptcy proceeding by or against either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Party.Commission

Insolvency or Bankruptcy. (a) Either Party may, in In addition to any other remedies available to it by law or in equity, either party may terminate this Agreement by upon providing written notice to the other Party party (the "Insolvent Party"), in the event the latter Insolvent Party shall have become insolvent or bankrupt, 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 Insolvent 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 Insolvent Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding- upwinding-up arrangement, 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 Insolvent Party, and any such event shall have continued for 90 forty-five (45) days undismissed, unbonded and undischarged. (b) All rights and licenses granted under or pursuant to this Agreement by DPC Amgen or 3DP Dyax are, and shall otherwise be deemed to be, for purposes of-of Section 365(n) of the U.S. Bankruptcy Code (the "Code"), licenses of right rights to "Intellectual intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties parties agree that the Parties as licensees each party which shall be a licensee of such rights under this Agreement, Agreement shall retain and may fully exercise all of their its rights and elections under the U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Parties party under the U.S. Bankruptcy Code, the Parties party hereto which is shall not be a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party party subject to such proceedings proceeding (or a trustee on behalf of the subject party) elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party party subject to such proceeding upon written request therefor by a nonsubject Partythe non-subject party. (c) In the event Dyax shall be the Insolvent Party and Amgen elects to terminate this Agreement pursuant to this Section 9.4, all rights and obligations other Confidential material omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. than those which survive in accordance with Section 9.6 hereunder shall terminate, provided, however, Amgen shall retain all licenses granted herein *************.

Insolvency or Bankruptcy. (a) Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement by effective on written notice to the other Party in the event the latter 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 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- winding-up, arrangement 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 90 ninety (90) calendar days undismissed, unbonded and undischarged. (b) All . Furthermore, all rights and licenses granted under or pursuant to this Agreement by DPC or 3DP are, and shall otherwise be deemed to be, for purposes of-of Section 365(n) of the U.S. Bankruptcy Code, licenses of right rights to "Intellectual “intellectual property" ” as defined under Section 101 101(56) of the U.S. United States Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this 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 either Parties 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 U.S. Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the Parties hereto which is not a party to such proceeding other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) to any such intellectual property property, and all embodiments of such intellectual property, and same, if not already pertaining to the rights granted in their possession, shall be promptly delivered to them (i) upon any such commencement the licenses hereunder of the Party by or against whom a bankruptcy proceeding upon their written request thereforhas been commenced; subject, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf payment of the Party subject to such proceeding upon written request therefor by a nonsubject PartyDevelopment and Commercial Milestone amounts and Running Royalties set forth in this Agreement.

Insolvency or Bankruptcy. (a) 9.5.1 Either Party may, in addition to any other remedies available by law or in equity, terminate this Agreement by written notice to the other Party in the event the latter Party shall have become insolvent or bankrupt, or shall have 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 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- winding-up, 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 Party, and any such event shall have continued for 90 ninety (90) days undismissed, unbonded and undischarged. (b) 9.5.2 All rights and licenses granted under or pursuant to this Agreement by DPC BMS or 3DP are, and shall otherwise be deemed to be, for purposes of-of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to "Intellectual propertyProperty," as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties Parties, as licensees of such rights under this 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 either Parties Party under the U.S. Bankruptcy Code, the Parties Party hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such relevant intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement Agreement, or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Party.

Insolvency or Bankruptcy. (a) Either Party may, in addition to any other remedies available by law or in equity, terminate this Agreement by written notice to the other Party in the event the latter Party shall have become insolvent or bankrupt, or shall have 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- winding-up, 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 or similar process against any substantial part of the property of the other Party, and any such event shall have continued for 90 ninety (90) days undismissed, unbonded and undischarged. (b) All rights and licenses granted under or pursuant to this Agreement by DPC BIPI or 3DP are, and shall otherwise be deemed to be, for purposes of-of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to "Intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Party.

Insolvency or Bankruptcy. (a) 10.7.1 Either Party may, in addition to any other remedies available by law or in equity, terminate the Research Program and/or this Agreement by written notice to the other Party in the event the latter Party shall have become insolvent or bankrupt, or shall have 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- winding-up, 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 or similar process against any substantial part of the property of the other Party, and any such event shall have continued for 90 ninety (90) days undismissed, unbonded and undischarged. (b) 10.7.2 All rights and licenses granted under or pursuant to this Agreement by DPC BMS or 3DP are, and shall otherwise be deemed to be, for purposes of-of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to "Intellectual propertyProperty" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this 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 either Parties Party under the U.S. Bankruptcy Code, the Parties Party hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (ia) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (iib) if not delivered under (ia) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Party. **Certain portions of this Exhibit have been omitted upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Insolvency or Bankruptcy. (a) Either Party may, in addition to any other remedies available by law or in equity, terminate this Agreement by written notice to the other Party in the event the latter Party shall have become insolvent or bankrupt, or shall have 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- winding-up, 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 or similar process against any substantial part of the property of the other Party, and any such event shall have continued for 90 days undismissed, unbonded and undischarged. (b) All rights and licenses granted under or pursuant to this Agreement by DPC or 3DP are, and shall otherwise be deemed to be, for purposes of-of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to "Intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Party.

Insolvency or Bankruptcy. (a) 10.4.1 Either Party may, in addition to any other remedies available by law or in equity, terminate this Agreement by written notice to the other Party in the event the latter Party shall have become insolvent or bankrupt, or shall have 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- winding-up, 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 attachmentExhibit, execution, distraint restraint or similar process against any substantial part of the property of the other Party, and any such event shall have continued for 90 days undismissed, unbonded and undischarged. (b) 10.4.2 All rights and licenses granted under or pursuant to this Agreement by DPC BMS or 3DP are, and shall otherwise be deemed to be, for purposes of-of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to "Intellectual propertyProperty" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party Party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Party. ** Certain portions of this Exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Insolvency or Bankruptcy. (a) Either To the extent permitted by Applicable Laws, either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement Agreement, in whole or in part, by written notice to the other Party in the event the latter 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 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- upwinding-up arrangement, 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 90 ninety (90) days undismissed, unbonded and undischarged. (b) All rights and licenses granted under or pursuant to this Agreement by DPC or 3DP Agreement, are, and shall otherwise be deemed to be, for purposes of-of Section 365(n365 (n) of the U.S. Bankruptcy Code, licenses of right rights to "Intellectual “intellectual property" ” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy CodeCode or other Applicable Laws. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Parties NK under the U.S. Bankruptcy CodeCode or other Applicable Laws, NeoPharm shall to the Parties hereto which is not a party to such proceeding shall extent legally possible be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their its possession, shall be promptly delivered to them it (i) upon any such commencement of a bankruptcy proceeding upon their its written request therefor, unless the Party subject to such proceedings NK elects to continue to perform all of their its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding NK upon written request therefor by NeoPharm. (c) Upon the termination of this Agreement by NeoPharm pursuant to this Section 11.5, all licenses to the Licensed Technology will revert to NeoPharm. (d) In case of a nonsubject Partycommencement of bankruptcy proceeding by or against NeoPharm under the U.S. Bankruptcy Code or other Applicable Laws, NeoPharm shall, free of charge, immediately furnish NK with NeoPharm Data which NeoPharm has at the time of such commencement and NK shall be entitled to the rights permitted by Applicable Laws.

Insolvency or Bankruptcy. (a) 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 and it is mutually agreed, covenanted and understood by law or in equity, terminate this Agreement by written notice to and between the other Party parties hereto that in the event any proceedings under the latter 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 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 sole discretion, and (ii) that in the event this Lease is assigned or any case or proceeding shall have been commenced or other action taken by or against the other Party assumed, no covenants in bankruptcy or seeking reorganization, liquidation, dissolution, winding- up, 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 effectthis Lease will be breached, 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 90 days undismissed, unbonded and undischarged. (b) All rights shall immediately end and licenses granted under or pursuant to this Agreement by DPC or 3DP are, terminate and shall otherwise in no way be deemed to be, for purposes of-Section 365(n) treated as an asset of Tenant after the exercise of the U.S. Bankruptcy Codeaforesaid option; and Landlord shall have the right, licenses after the exercise of right said option, to "Intellectual property" forthwith re-enter the Premises as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Partyits original estate.

Insolvency or Bankruptcy. (a) 3.2.1. Either Party party may, in addition to any other remedies available by law or in equity, terminate this the Agreement by written notice to the other Party party in the event the latter Party party shall have become insolvent or bankrupt, or shall have 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 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- winding-up, 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 90 ninety (90) days undismissed, unbonded and undischarged. (b) 3.2.2. All rights and licenses granted under or pursuant to this the Agreement by DPC Company or 3DP Cengent are, and shall otherwise be deemed to be, for purposes of-of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to "Intellectual propertyProperty" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties parties agree that the Parties parties as licensees of such rights under this the Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Parties party under the U.S. Bankruptcy Code, the Parties party hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property Intellectual Property and all embodiments or descriptions of such intellectual propertylicensed Intellectual Property, and same, if not already in their possession, shall be promptly delivered to them it (ia) upon any such commencement of a bankruptcy proceeding upon their its written request therefor, unless the Party party subject to such proceedings elects to continue to perform all of their its obligations under this the Agreement or (iib) if not delivered under (ia) above, upon the rejection of this the Agreement by or on behalf of the Party party subject to such proceeding upon written request therefor by a nonsubject Partythe nondebtor party.

Insolvency or Bankruptcy. In the event that, a Party shall commence any case, proceeding or other action: under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order of relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts; or seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Party shall make a general assignment for the benefit of its creditors; or there shall be commenced against a Party any case, proceeding or other action of a nature referred to in clause (a) Either above that: results in the entry of an order for relief or any such adjudication or appointment; or remains undismissed, undischarged or unbonded for a period of sixty (60) days; or there shall be commenced against the Party mayany case, proceeding or other action seeking issuance of a warrant of attachment, execution, restraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or the Party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clauses (i), (ii), or (iii) above; or the Party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; then, in addition to any other remedies available to the other Party by law Applicable Law or in equity, the other Party may terminate this Agreement by giving written notice to the other Party in the event the latter Party shall have become insolvent or bankrupt, or shall have 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 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 which shall have continued for 90 days undismissed, unbonded and undischarged. (b) All rights and licenses granted under or pursuant to this Agreement by DPC or 3DP are, and shall otherwise be deemed to be, for purposes of-Section 365(n) of the U.S. Bankruptcy Code, licenses of right to "Intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees effective immediately upon delivery of such rights under this Agreementnotice, shall retain and may fully exercise whereupon, 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations amounts owing under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Partyshall immediately become due and payable.

Insolvency or Bankruptcy. The occurrence of any of the following shall, at Landlord's option, constitute a breach of this Lease by Tenant: (ai) Either Party maythe 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 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 by written notice to the other Party in the event the latter Party shall have become insolvent or bankrupt, or shall have 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 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 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 events enumerated above, under applicable law Tenant or the other Party, and any such event shall have continued for 90 days undismissed, unbonded and undischarged. (b) All rights and licenses granted under or pursuant to this Agreement by DPC or 3DP are, and shall otherwise be deemed to be, for purposes of-Section 365(n) of trustee in bankruptcy has the U.S. Bankruptcy Code, licenses of right to "Intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under affirm this Agreement, shall retain Lease 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to 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 their 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 Agreement Lease. Notwithstanding the provisions of Section 18.1, there shall be no cure periods for any breach or (ii) if not delivered default under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject PartySection 19 except as expressly provided in this Section 19.

Insolvency or Bankruptcy. (a) Either Party mayIf any action is taken by any person to appoint, in addition an administrator, administrative receiver, assignee, custodian, sequestrator, trustee or liquidator (or other similar official) of Lessee or the taking possession by any such person of a substantial part of the property of any of them, or Lessee shall fail to any other remedies available by law or in equity, terminate this Agreement by written notice to the other Party in the event the latter Party shall have become insolvent or bankruptpay its debts generally as they come due, or shall have an admit in writing its inability to pay its debts as they become due, or shall make a general assignment for the benefit of its creditors, or there Lessee shall have been appointed commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under the bankruptcy laws of the United Kingdom, as now or hereafter constituted or any other applicable bankruptcy, insolvency or other similar laws or shall consent to the entry of an order for relief in an involuntary case under any such law or Lessee shall file an answer admitting the material allegations of a petition filed against Lessee in any such proceedings or otherwise seek relief under the provisions of any now existing or future bankruptcy, insolvency or other similar laws providing for the reorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with its creditors. (b) If an order, judgment or decree shall be entered in any proceedings by any court of competent jurisdiction appointing, without the consent of Lessee, a receiver, trustee or receiver liquidator of the other Party Lessee, or for all or a of any 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 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 effectproperty, 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 PartyLessee shall be sequestered, and any such event order, judgment or decree or appointment or sequestration shall have continued for 90 days remain in force undismissed, unbonded and undischarged.unstayed or unvacated for a period of 60 days after the date of entry thereof; (bc) All rights and licenses granted If a petition against Lessee in a proceeding or case under the bankruptcy laws or pursuant to this Agreement by DPC or 3DP are, other insolvency laws shall be filed and shall otherwise not be deemed to bewithdrawn or dismissed within 60 days thereafter, or, in case the approval of such petition by a court of competent jurisdiction is required, the petition as filed or amended shall be approved by such a court as properly filed and such approval shall not be withdrawn or the proceeding dismissed within 60 days thereafter, or a decree or order for purposes of-Section 365(n) relief in respect of Lessee shall be entered by a court of competent jurisdiction in an involuntary case under the bankruptcy laws of the U.S. Bankruptcy CodeUnited Kingdom, licenses as now or hereafter constituted, or any other applicable bankruptcy, insolvency or other similar laws, as now or hereafter constituted and such decree or order shall remain unstayed in effect for a period of right 60 days, or if, under the provisions of any law providing for reorganization or winding-up of corporations which may apply to "Intellectual property" as defined under Section 101 Lessee any court of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees competent jurisdiction shall assume jurisdiction, custody or control of such rights under this Agreement, shall retain and may fully exercise all Lessee or of any substantial part 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Party60 days.

Insolvency or Bankruptcy. To the extent permitted under Applicable Law, either Party may terminate this Agreement, (a) Either Party mayif, in addition to at any other remedies available by law or in equitytime, terminate this Agreement by written notice to the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the event appointment of a receiver or trustee of the latter 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 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 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 90 days undismissed, unbonded and undischarged. (b) foregoing events giving rise to termination under this Section 12.3. All rights and licenses granted under or pursuant to any section of this Agreement by DPC or 3DP are, are and shall otherwise be deemed to be, be for purposes of-of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the U.S. “Bankruptcy Code, ”) licenses of right rights to "Intellectual “intellectual property" ” as defined under in Section 101 101(35A) of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this Agreement, shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in All materials required to be delivered by the event 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 commencement of a bankruptcy proceeding by or against either Parties under the U.S. Bankruptcy Code. Upon the bankruptcy of any Party, the Parties hereto which is not a party to such proceeding non-bankrupt Party shall further be entitled to a complete duplicate of (of, or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual propertylicensed to the non-bankrupt Party, and samesuch, if not already in their its possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request thereforthe non-bankrupt Party, unless the bankrupt Party subject to such proceedings elects to continue continue, and continues, to perform all of their its obligations under this Agreement or (ii) if not delivered Agreement. All written agreements entered into in connection with the Parties’ performance under (i) above, upon the rejection of this Agreement by or on behalf from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Party subject to such proceeding upon written request therefor by a nonsubject PartyBankruptcy Code.

Insolvency or Bankruptcy. (a) Either Party maya. Neither Tenant’s interest in this Lease, nor any estate hereby created in addition Tenant nor any interest herein or therein, shall pass to any other remedies available trustee or receiver or assignee for the benefit of creditors or otherwise by operation of law or in equity, terminate this Agreement by written notice except as may specifically be provided pursuant to the other Party in Bankruptcy Code. b. In the event the latter Party interest or estate created in Tenant hereby shall have become be taken in execution or by other process of law or if Tenant is adjudicated insolvent or bankruptby a Court of competent jurisdiction other than the United State Bankruptcy Court, or if a receiver or trustee of Tenant’s property shall have an be appointed by reason of the insolvency or inability of Tenant to pay its debts, or if any assignment shall be made of Tenant’s property for the benefit of creditors, then and in any such events, this Lease and all rights of Tenant hereunder shall automatically cease and terminate with the same force and effect as though the date of such event were the date originally set forth herein and fixed for the expiration of the term, and Tenant shall vacate and surrender the Premises but shall remain liable as herein provided. c. Tenant shall not cause or give cause for the appointment of a trustee or receiver of Tenant’s assets and shall not make any assignment for the benefit of its creditors, or there shall have been appointed become or be adjudicated insolvent. The allowance of any petition under any insolvency law except under the Bankruptcy Code or the appointment of a trustee or receiver of the other Party Tenant or for all or a substantial part of its property assets shall be conclusive evidence that Tenant caused, or gave cause therefor, unless such allowance of the petition, or the appointment of a trustee or receiver, is vacated within thirty (30) days after such allowance or appointment. Any act described in this Section shall be deemed a material breach of Tenant’s obligations hereunder, and this Lease shall thereupon automatically terminate. Landlord does, in addition, reserve any case and all other remedies provided in this Lease or proceeding shall have been commenced or other action taken in law. d. Upon the filing of a petition by or against Tenant under the other Party Bankruptcy Code, Tenant, as debtor or as debtor in bankruptcy or seeking reorganization, liquidation, dissolution, winding- up, 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 or similar process against any substantial part of the property of the other Partypossession, and any such event shall have continued for 90 days undismissed, unbonded and undischarged.trustee who my be appointed agree as follows: (b1) All rights to perform each and licenses granted every obligation of Tenant under this Lease until such time as this Lease is either rejected or assumed by order of the United States Bankruptcy Court; and (2) to pay monthly in advance on the first day of each month as reasonable compensation for use and occupancy of the Premises an amount equal to all Rent and all other charges otherwise due pursuant to this Agreement by DPC Lease and (3) to reject or 3DP areassume this Lease within sixty (60) days of the filing of such petition under Chapter 7 of the Bankruptcy Code or within one hundred twenty (120) days (or such shorter term as Landlord in its sole discretion, may deem reasonable so long as notice of such period is given) of the filing of a petition under any other Chapter; and shall (4) to give Landlord at least forty-five (45) days’ prior written notice of any proceeding relating to any assumption of this Lease; and (5) to give at least thirty (30) days’ prior written notice of any abandonment of the Premises; any such abandonment to be deemed a rejection of this Lease; and (6) to do all other things of benefit to Landlord otherwise required under the Bankruptcy Code; and (7) to be deemed to be, for purposes of-Section 365(n) of the U.S. Bankruptcy Code, licenses of right to "Intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under have rejected this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, Lease in the event of the commencement failure to comply with any of a bankruptcy proceeding the above; and (8) to have consented to the entry of an order by an appropriate United States Bankruptcy Court providing all of the above. e. In addition to any other conditions or against either Parties under obligations imposed upon Tenant or its successor in the U.S. Bankruptcy Code, event of assumption and/or assignment as contemplated in this Section are the Parties hereto which is following: (1) the cure of any monetary defaults and the reimbursement to Landlord of pecuniary loss within not a party to such proceeding shall be entitled to a complete duplicate more than thirty (30) days of assumption and/or assignment; (2) the reorganized debtor or complete access to, as appropriate) any such intellectual property and all embodiments assignee of such intellectual property, and same, if not already debtor in their possession, shall be promptly delivered possession or of Tenant’s trustee demonstrates background to them (i) meet all other reasonable criteria of Landlord as did Tenant upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection execution of this Agreement by or on behalf Lease; (3) the prior written consent of any mortgagee to which this Lease has been assigned as collateral security; and (5) no physical changes of any kind may be made to the Party subject to such proceeding upon written request therefor by a nonsubject PartyPremises unless in compliance with the applicable provisions of this Lease.

Insolvency or Bankruptcy. (a) 10.6.1 Either Party may, in addition to any other remedies available by law or in equity, terminate the Research Program and/or this Agreement by written notice to the other Party in the event the latter Party shall have become insolvent or bankrupt, or shall have 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- winding-up, 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 or similar process against any substantial part of the property of the other Party, and any such event shall have continued for 90 ninety (90) days undismissed, unbonded and undischarged. (b) 10.6.2 All rights and licenses granted under or pursuant to this Agreement by DPC Xxxxxxx or 3DP are, and shall otherwise be deemed to be, for purposes of-of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to "Intellectual propertyProperty" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this 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 either Parties Party under the U.S. Bankruptcy Code, the Parties Party hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (ia) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement Agreement, or (iib) if not delivered under (ia) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Partyparty.

Insolvency or Bankruptcy. (a) 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 and it is mutually agreed, covenanted and understood by law or in equity, terminate this Agreement by written notice to and between the other Party parties hereto that in the event any proceedings under the latter Party Bankruptcy Code or any amendment thereto, or any other 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 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 sole discretion, and (ii) that in the event this Lease is assigned or any case or proceeding shall have been commenced or other action taken by or against the other Party assumed, no covenants in bankruptcy or seeking reorganization, liquidation, dissolution, winding- up, 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 effectthis Lease will be breached, 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 90 days undismissed, unbonded and undischarged. (b) All rights shall immediately end and licenses granted under or pursuant to this Agreement by DPC or 3DP are, terminate and shall otherwise in no way be deemed to be, for purposes of-Section 365(n) treated as an asset of Tenant after the exercise of the U.S. Bankruptcy Codeaforesaid option; and Landlord shall have the right, licenses after the exercise of right said option, to "Intellectual property" forthwith re-enter the Premises as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Party.its original estate.‌

Insolvency or Bankruptcy. (a) Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement by written effective on notice to the other Party Party, in the event the latter 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 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- winding-up, arrangement 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 90 ninety (90) days undismissed, unbonded and undischarged. (b) All . Furthermore, all rights and licenses granted under or pursuant to this Agreement by DPC or 3DP are, and shall otherwise be deemed to be, for purposes of-of Section 365(n) of the U.S. United States Bankruptcy Code, licenses of right rights to "Intellectual intellectual property" as defined under in Section 101 101(56) of the U.S. United States Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this 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 either Parties one Party hereunder under the U.S. United States Bankruptcy Code, the Parties hereto which is not a party to such proceeding other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) to any such intellectual property property, and all embodiments of such intellectual property, and same, if not already pertaining to the rights granted in their possession, shall be promptly delivered to them (i) upon any such commencement the licenses hereunder of the Party by or against whom a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Partyhas been commenced.

Insolvency or Bankruptcy. (a) Either Party mayIf any action is taken by any person to appoint, in addition an administrator, administrative receiver, assignee, custodian, sequestrator, trustee or liquidator (or other similar official) of Lessee or either Guarantor or the taking possession by any such person of a substantial part of the property of any of them, or Lessee or either Guarantor shall fail to any other remedies available by law or in equity, terminate this Agreement by written notice to the other Party in the event the latter Party shall have become insolvent or bankruptpay its debts generally as they come due, or shall have an admit in writing its inability to pay its debts as they become due, or shall make a general assignment for the benefit of its creditors, or there Lessee or either Guarantor shall have been appointed commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under the bankruptcy laws of Cyprus, the Republic of Ireland, as now or hereafter constituted or any other applicable bankruptcy, insolvency or other similar laws or shall consent to the entry of an order for relief in an involuntary case under any such law or Lessee shall file an answer admitting the material allegations of a petition filed against Lessee in any such proceedings or otherwise seek relief under the provisions of any now existing or future bankruptcy, insolvency or other similar laws providing for the reorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with its creditors. (b) If an order, judgment or decree shall be entered in any proceedings by any court of competent jurisdiction appointing, without the consent of Lessee, a receiver, trustee or receiver liquidator of the other Party Lessee or for all either Guarantor, or a of any 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 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 effectproperty, 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 PartyLessee or either Guarantor shall be sequestered, and any such event order, judgment or decree or appointment or sequestration shall have continued for 90 days remain in force undismissed, unbonded and undischarged.unstayed or unvacated for a period of 60 days after the date of entry thereof; (bc) All rights and licenses granted If a petition against Lessee or either Guarantor in a proceeding or case under the bankruptcy laws or pursuant to this Agreement by DPC or 3DP are, other insolvency laws shall be filed and shall otherwise not be deemed to bewithdrawn or dismissed within 60 days thereafter, for purposes of-Section 365(n) or, in case the approval of such petition by a court of competent jurisdiction is required, the petition as filed or amended shall be approved by such a court as properly filed and such approval shall not be withdrawn or the proceeding dismissed within 60 days thereafter, or a decree or order fir relief in respect of Lessee or either Guarantor shall be entered by a court of competent jurisdiction in an involuntary case under the bankruptcy laws of the U.S. Bankruptcy CodeRepublic of Ireland, licenses as now or hereafter constituted, or any other applicable bankruptcy, insolvency or other similar laws, as now or hereafter constituted and such decree or order shall remain unstayed in effect for a period of right 60 days, or if, under the provisions of any law providing for reorganization or winding-up of corporations which may apply to "Intellectual property" as defined under Section 101 Lessee or either Guarantor any court of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees competent jurisdiction shall assume jurisdiction, custody or control of such rights under this Agreement, shall retain and may fully exercise all Lessee or either Guarantor or of any substantial part 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or underminated for a period of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Party60 days.

Insolvency or Bankruptcy. (a) Either Party maya. Neither Tenant’s interest in this Lease, nor any estate hereby created in addition Tenant nor any interest herein or therein, shall pass to any other remedies available trustee or receiver or assignee for the benefit of creditors or otherwise by operation of law or in equity, terminate this Agreement by written notice except as may specifically be provided pursuant to the other Party in Bankruptcy Code. b. In the event the latter Party interest or estate created in Tenant hereby shall have become be taken in execution or by other process of law or if Tenant is adjudicated insolvent or bankruptby a Court of competent jurisdiction other than the United State Bankruptcy Court, or if a receiver or trustee of Tenant’s property shall have an be appointed by reason of the insolvency or inability of Tenant to pay its debts, or if any assignment shall be made of Tenant’s property for the benefit of creditors, then and in any such events, this Lease and all rights of Tenant hereunder shall automatically cease and terminate with the same force and effect as though the date of such event were the date originally set forth herein and fixed for the expiration of the term, and Tenant shall vacate and surrender the Premises but shall remain liable as herein provided. c. Tenant shall not cause or give cause for the appointment of a trustee or receiver of Tenant’s assets and shall not make any assignment for the benefit of its creditors, or there shall have been appointed become or be adjudicated insolvent. The allowance of any petition under any insolvency law except under the Bankruptcy Code or the appointment of a trustee or receiver of the other Party Tenant or for all or a substantial part of its property assets shall be conclusive evidence that Tenant caused, or gave cause therefor, unless such allowance of the petition, or the appointment of a trustee or receiver, is vacated within thirty (30) days after such allowance or appointment. Any act described in this Section shall be deemed a material breach of Tenant’s obligations hereunder, and this Lease shall thereupon automatically terminate. Landlord does, in addition, reserve any case and all other remedies provided in this Lease or proceeding shall have been commenced or other action taken in law. d. Upon the filing of a petition by or against Tenant under the other Party Bankruptcy Code, Tenant, as debtor or as debtor in bankruptcy or seeking reorganization, liquidation, dissolution, winding- up, 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 or similar process against any substantial part of the property of the other Partypossession, and any such event shall have continued for 90 days undismissed, unbonded and undischarged.trustee who my be appointed agree as follows: (b1) All rights to perform each and licenses granted every obligation of Tenant under this Lease until such time as this Lease is either rejected or assumed by order of the United States Bankruptcy Court; and (2) to pay monthly in advance on the first day of each month as reasonable compensation for use and occupancy of the Premises an amount equal to all Rent and all other charges otherwise due pursuant to this Agreement by DPC Lease and (3) to reject or 3DP areassume this Lease within sixty (60) days of the filing of such petition under Chapter 7 of the Bankruptcy Code or within one hundred twenty (120) days (or such shorter term as Landlord in its sole discretion, may deem reasonable so long as notice of such period is given) of the filing of a petition under any other Chapter; and shall (4) to give Landlord at least forty-five (45) days’ prior written notice of any proceeding relating to any assumption of this Lease; and (5) to give at least thirty (30) days’ prior written notice of any abandonment of the Premises; any such abandonment to be deemed a rejection of this Lease; and (6) to do all other things of benefit to Landlord otherwise required under the Bankruptcy Code; and (7) to be deemed to be, for purposes of-Section 365(n) of the U.S. Bankruptcy Code, licenses of right to "Intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under have rejected this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, Lease in the event of the commencement failure to comply with any of a bankruptcy proceeding the above; and (8) to have consented to the entry of an order by an appropriate United States Bankruptcy Court providing all of the above. e. In addition to any other conditions or against either Parties under obligations imposed upon Tenant or its successor in the U.S. Bankruptcy Code, event of assumption and/or assignment as contemplated in this Section are the Parties hereto which is following: (1) the cure of any monetary defaults and the reimbursement to Landlord of pecuniary loss within not a party to such proceeding shall be entitled to a complete duplicate more than thirty (30) days of assumption and/or assignment; (2) the reorganized debtor or complete access to, as appropriate) any such intellectual property and all embodiments assignee of such intellectual property, and same, if not already debtor in their possession, shall be promptly delivered possession or of Tenant’s trustee demonstrates background to them (i) meet all other reasonable criteria of Landlord as did Tenant upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection execution of this Agreement by or on behalf Lease; (3) the prior written consent of any mortgagee to which this Lease has been assigned as collateral security; and (4) no physical changes of any kind may be made to the Party subject to such proceeding upon written request therefor by a nonsubject PartyPremises unless in compliance with the applicable provisions of this Lease.

Insolvency or Bankruptcy. (a) 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 by law or in equity, terminate this Agreement by written notice rights of Tenant hereunder to the other Party in said assignee without the event the latter 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 an assignment be made 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 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 90 days undismissedherein, unbonded which sum is fixed and undischarged. (b) All rights and licenses granted under liquidated by the parties hereto as the minimum amount of the damage sustained by Landlord as a result of the Bankruptcy or pursuant to this Agreement by DPC or 3DP arereceivership of Tenant, and shall otherwise 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 U.S. Bankruptcy Code, licenses of right to "Intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Party.rent herein provided for:

Insolvency or Bankruptcy. To the extent permitted under Applicable Law, either Party may terminate this Agreement, (a) Either Party mayif, in addition to at any other remedies available by law or in equitytime, terminate this Agreement by written notice to the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the event appointment of a receiver or trustee of the latter 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 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 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 90 days undismissed, unbonded and undischarged. (b) foregoing events giving rise to termination under this Section 12.3. All rights and licenses granted under or pursuant to any section of this Agreement by DPC or 3DP are, are and shall otherwise be deemed to be, be for purposes of-of Section 365(n) of Title 11, United States Code (the U.S. “Bankruptcy Code, ”) licenses of right rights to "Intellectual “intellectual property" ” as defined under in Section 101 101(35A) of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this Agreement, shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in All materials required to be delivered by the event 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 commencement of a bankruptcy proceeding by or against either Parties under the U.S. Bankruptcy Code. Upon the bankruptcy of any Party, the Parties hereto which is not a party to such proceeding non-bankrupt Party shall further be entitled to a complete duplicate of (of, or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual propertylicensed to the non-bankrupt Party, and samesuch, if not already in their its possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request thereforthe non-bankrupt Party, unless the bankrupt Party subject to such proceedings elects to continue Execution Version continue, and continues, to perform all of their its obligations under this Agreement or (ii) if not delivered Agreement. All written agreements entered into in connection with the Parties’ performance under (i) above, upon the rejection of this Agreement by or on behalf from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Party subject to such proceeding upon written request therefor by a nonsubject PartyBankruptcy Code.

Insolvency or Bankruptcy. Upon 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: (ai) Either Party maythe admission by Tenant in writing of its inability to pay its debts as they become due; (ii) the filing by Tenant of a petition seeking any reorganization, in addition to arrangement, composition, readjustment, liquidation, dissolution or similar relief under any other remedies available by 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 by written notice to if within ninety (90) days after the other Party in the event the latter 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 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 any such action commenced against Tenant and not discharged within ninety (90) days after the date of commencement; or receiver (vi) the attachment, execution or other judicial seizure of the other Party or for all or a substantial part substantially all of its property Tenant’s assets or any case or proceeding shall have been commenced the Premises, if such attachment or other action taken by seizure remains undismissed or against undischarged for a period of thirty (30) business days after the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding- up, 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 or similar process against any substantial part of the property of the other Party, and any such event shall have continued for 90 days undismissed, unbonded and undischargedlevy thereof. (b) All rights and licenses granted under or pursuant to this Agreement by DPC or 3DP are, and shall otherwise be deemed to be, for purposes of-Section 365(n) of the U.S. Bankruptcy Code, licenses of right to "Intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Party.

Insolvency or Bankruptcy. To the extent permitted under Applicable Law, either Party may terminate this Agreement, (a) Either Party mayif, in addition to at any other remedies available by law or in equitytime, terminate this Agreement by written notice to the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the event appointment of a receiver or trustee of the latter 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 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 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 90 days undismissed, unbonded and undischarged. (b) foregoing events giving rise to termination under this Section 11.3. All rights and licenses granted under or pursuant to any section of this Agreement by DPC or 3DP are, are and shall otherwise be deemed to be, be for purposes ofof 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 U.S. Bankruptcy Code, licenses of right to "Intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that Upon the Parties as licensees bankruptcy of such rights under this 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 either Parties under the U.S. Bankruptcy Codeany Party, the Parties hereto which is not a party to such proceeding non-bankrupt Party shall further be entitled to a complete duplicate of (of, or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual propertylicensed to the non-bankrupt Party, and samesuch, if not already in their its possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request thereforthe non-bankrupt Party, unless the bankrupt Party subject to such proceedings elects to continue continue, and continues, to perform all of their its obligations under this Agreement or (ii) if not delivered Agreement. All written agreements entered into in connection with the Parties’ performance under (i) above, upon the rejection of this Agreement by or on behalf from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Party subject to such proceeding upon written request therefor by a nonsubject PartyBankruptcy Code.

Insolvency or Bankruptcy. (a) 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 by written notice to the other Party in the event (i) the latter 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 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- winding-up, arrangement 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 90 60 days undismissed, unbonded unbounded and undischarged. (b) All ; 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. 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 or pursuant to Modex by CTI hereunder so long as Modex continues to satisfy its obligations hereunder, appropriate provisions will be added to this Agreement by DPC or 3DP areproviding CTI, and shall otherwise be deemed to bethe maximum extent possible, for purposes of-Section 365(n) of the U.S. Bankruptcy Code, licenses of right to "Intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of with such rights under this 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Partyanalogous rights.

Insolvency or Bankruptcy. 21.1 The occurrence of any of the following shall, at Landlord's option, constitute a breach of this Lease by Tenant: (ai) Either Party maythe appointment of a receiver to take possession of all or substantially all of the assets of Tenant or the Premises, in addition to any other remedies available by law or in equity, terminate this Agreement by written notice to the other Party in the event the latter Party shall have become insolvent or bankrupt, or shall have (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 property inability 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, arrangement, composition, readjustment, 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, readjustment, liquidation, dissolutiondissolution or similar relief under any present or future statue, winding- uplaw or regulation, arrangement such proceeding shall not have been dismissed. Upon the occurrence of any such event or readjustment at any time thereafter, this Lease shall terminate five (5) days after written notice of its debts 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 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 events enumerated above, under applicable law Tenant or the other Party, and any such event shall have continued for 90 days undismissed, unbonded and undischarged. (b) All rights and licenses granted under or pursuant to this Agreement by DPC or 3DP are, and shall otherwise be deemed to be, for purposes of-Section 365(n) of trustee in bankruptcy has the U.S. Bankruptcy Code, licenses of right to "Intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under affirm this Agreement, shall retain Lease 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to 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 their 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 Agreement Lease. Notwithstanding the provisions of Section 20.1, there shall be no cure periods for any breach or (ii) if not delivered default under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject PartyArticle 21.

Insolvency or Bankruptcy. To the extent permitted under Law, either Party may terminate this Agreement, (a) Either Party mayif, in addition to at any other remedies available by law or in equitytime, terminate this Agreement by written notice to the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the event appointment of a receiver or trustee of the latter 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 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 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 90 days undismissed, unbonded and undischarged. (b) Laws. All rights and licenses granted under or pursuant to any section of this Agreement by DPC or 3DP are, to either Party are and shall otherwise be deemed to be, be for purposes of-of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the U.S. “Bankruptcy Code, ”) licenses of right rights to "Intellectual “intellectual property" ” as defined under in Section 101 101(35A) of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this Agreement, shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. The Parties parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Parties a Party under the U.S. United States Bankruptcy Code, the Parties hereto which is not a party to such proceeding non‑debtor Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and the same, which, if not already in their the non‑debtor party’s possession, shall be promptly delivered to them it (ia) upon any such commencement of a bankruptcy proceeding upon their the non‑debtor party’s written request therefor, unless the Party subject to such proceedings elects to continue debtor party continues to perform all of their its obligations under this Agreement or (iib) if not delivered under clause (ia) above, upon following the rejection of this Agreement by or on behalf of the Party subject to such proceeding debtor party upon written request therefor by a nonsubject Partythe non‑debtor party. All written agreements entered into in connection with the Parties’ conduct under this Agreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Insolvency or Bankruptcy. (a) Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement by and the Supply Agreement effective on written notice to the other Party in the event the latter 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 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- winding-up, arrangement 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 90 ninety (90) days undismissed, unbonded and undischarged. (b) All . Furthermore, all rights and licenses granted under or pursuant to this Agreement by DPC or 3DP are, and shall otherwise be deemed to be, for purposes of-of Section 365(n) of the U.S. United States Bankruptcy Code, licenses of right rights to "Intellectual “intellectual property" ” as defined under Section 101 101(56) of the U.S. United States Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this 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 either Parties a Party under the U.S. United States Bankruptcy CodeCode or the laws of the Republic of Italy, the Parties hereto which is not a party to such proceeding other Party shall be entitled to a complete duplicate of (or complete access toto any intellectual property, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already pertaining to the rights granted to the bankrupt Party in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Partylicenses hereunder.

Insolvency or Bankruptcy. (a) 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 law and between the parties hereto that in the event any proceedings under the Bankruptcy Code or in equityany amendment thereto, terminate this Agreement whether commenced by written notice or against the Tenant (provided that if such proceeding be involuntary, the Tenant shall have thirty (30) days to dismiss the other Party same), or in the event the latter Party shall have become insolvent or bankruptTenant be adjudged insolvent, or shall have 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 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 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 effectsatisfied within ten (10) days thereafter, or there shall have been issued if any receiver be appointed in any proceeding or action to which the Tenant is a warrant of attachmentparty, execution, distraint with authority to take possession 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 (ii) that in the event shall have continued for 90 days undismissedthe Lease is assigned or assumed, unbonded and undischarged. no covenants in the Lease will be breached, or (b) All rights shall immediately end and licenses granted under or pursuant to this Agreement by DPC or 3DP are, terminate and shall otherwise in no way be deemed to be, for purposes of-Section 365(n) treated as an asset of the U.S. Bankruptcy Code, licenses of right to "Intellectual property" as defined under Section 101 Tenant after the exercise of the U.S. Bankruptcy Code. The Parties agree that aforesaid option; and the Parties Landlord shall have the right, after the exercise of said option, to forthwith re enter the Premises as licensees of such rights under this 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Partyits original estate.

Insolvency or Bankruptcy. In the event that (ai) Either a Party mayshall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order of relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Party shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against a Party any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against the Party any case, proceeding or other action seeking issuance of a warrant of attachment, execution, restraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) the Party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clauses (i), (ii), or (iii) above; or (v) the Party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; then, in addition to any other remedies available to the other Party by law Applicable Law or in equity, the other Party may terminate this Agreement by giving written notice to the other Party in the event the latter Party shall have become insolvent or bankrupt, or shall have 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 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 which shall have continued for 90 days undismissed, unbonded and undischarged. (b) All rights and licenses granted under or pursuant to this Agreement by DPC or 3DP are, and shall otherwise be deemed to be, for purposes of-Section 365(n) of the U.S. Bankruptcy Code, licenses of right to "Intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees effective immediately upon delivery of such rights under this 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Partynotice.

Insolvency or Bankruptcy. The occurrence of any of the following shall, at Landlord’s option, constitute a breach of this Lease by Tenant; (ai) Either Party maythe 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 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 by written notice to the other Party in the event the latter Party shall have become insolvent or bankrupt, or shall have 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 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 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 events enumerated above, under applicable law Tenant or the other Party, and any such event shall have continued for 90 days undismissed, unbonded and undischarged. (b) All rights and licenses granted under or pursuant to this Agreement by DPC or 3DP are, and shall otherwise be deemed to be, for purposes of-Section 365(n) of trustee in bankruptcy has the U.S. Bankruptcy Code, licenses of right to "Intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under affirm this Agreement, shall retain Lease 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to 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 their 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 Agreement Lease. Notwithstanding the provisions of Section 19.1, there shall be no cure periods for any breach or (ii) if not delivered default under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject PartyArticle 20 except as expressly provided in this Article 20.

Insolvency or Bankruptcy. (a) Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement by effective on written notice to the other Party in the event the latter 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 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- winding-up, arrangement 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 90 ninety (90) calendar days undismissed, unbonded and undischarged. (b) All . Furthermore, all rights and licenses granted under or pursuant to this Agreement by DPC or 3DP are, and shall otherwise be deemed to be, for purposes of-of Section 365(n) of the U.S. Bankruptcy Code, licenses of right rights to "Intellectual “intellectual property" ” as defined under Section 101 101(56) of the U.S. United States Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this 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 either Parties one Party hereunder under the U.S. United States Bankruptcy Code, the Parties hereto which is not a party to such proceeding other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) to any such intellectual property property, and all embodiments of such intellectual property, and same, if not already pertaining to the rights granted in their possession, shall be promptly delivered to them (i) upon any such commencement the licenses hereunder of the Party by or against whom a bankruptcy proceeding upon their written request thereforhas been commenced; subject, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf payment of the Party subject to such proceeding upon written request therefor by a nonsubject PartyTrademark Milestone amounts and Running Royalties set forth in this Agreement.

Insolvency or Bankruptcy. 21.1 The occurrence of any of the following shall, at Landlord's option, constitute a breach of this Lease by Tenant: (ai) Either Party maythe appointment of a receiver to take possession of all or substantially all of the assets of Tenant or the Premises, in addition to any other remedies available by law or in equity, terminate this Agreement by written notice to the other Party in the event the latter Party shall have become insolvent or bankrupt, or shall have (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 property 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 case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or 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, dissolutiondissolution or similar relief under any present or future statue, winding- uplaw or regulation, arrangement such proceeding shall not have been dismissed. Upon the occurrence of any such event or readjustment at any time thereafter, this Lease shall terminate five (5) days after written notice of its debts 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 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 events enumerated above, under applicable law Tenant or the other Party, and any such event shall have continued for 90 days undismissed, unbonded and undischarged. (b) All rights and licenses granted under or pursuant to this Agreement by DPC or 3DP are, and shall otherwise be deemed to be, for purposes of-Section 365(n) of trustee in bankruptcy has the U.S. Bankruptcy Code, licenses of right to "Intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under affirm this Agreement, shall retain Lease 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to 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 their 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 Agreement Lease. Notwithstanding the provisions of Section 20.1, there shall be no cure periods for any breach or (ii) if not delivered default under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject PartyArticle 21.

Insolvency or Bankruptcy. (a) Either Party maya. Neither Tenant’s interest in this Lease, nor any estate hereby created in addition Tenant nor any interest herein or therein, shall pass to any other remedies available trustee or receiver or assignee for the benefit of creditors or otherwise by operation of law or in equity, terminate this Agreement by written notice except as may specifically be provided pursuant to the other Party in Bankruptcy Code. b. In the event the latter Party interest or estate created in Tenant hereby shall have become be taken in execution or by other process of law or if Tenant is adjudicated insolvent or bankruptby a Court of competent jurisdiction other than the United State Bankruptcy Court, or if a receiver or trustee of Tenant’s property shall have an be appointed by reason of the insolvency or inability of Tenant to pay its debts, or if any assignment shall be made of Tenant’s property for the benefit of creditors, then and in any such events, this Lease and all rights of Tenant hereunder shall automatically cease and terminate with the same force and effect as though the date of such event were the date originally set forth herein and fixed for the expiration of the term, and Tenant shall vacate and surrender the Premises but shall remain liable as herein provided. c. Tenant shall not cause or give cause for the appointment of a trustee or receiver of Tenant’s assets and shall not make any assignment for the benefit of its creditors, or there shall have been appointed become or be adjudicated insolvent. The allowance of any petition under any insolvency law except under the Bankruptcy Code or the appointment of a trustee or receiver of the other Party Tenant or for all or a substantial part of its property assets shall be conclusive evidence that Tenant caused, or gave cause therefor, unless such allowance of the petition, or the appointment of a trustee or receiver, is vacated within thirty (30) days after such allowance or appointment. Any act described in this Section shall be deemed a material breach of Tenant’s obligations hereunder, and this Lease shall thereupon automatically terminate. Landlord does, in addition, reserve any case and all other remedies provided in this Lease or proceeding shall have been commenced or other action taken in law. d. Upon the filing of a petition by or against Tenant under the other Party Bankruptcy Code, Tenant, as debtor or as debtor in bankruptcy or seeking reorganization, liquidation, dissolution, winding- up, 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 or similar process against any substantial part of the property of the other Partypossession, and any such event shall have continued for 90 days undismissed, unbonded and undischarged.trustee who my be appointed agree as follows: (b1) All rights to perform each and licenses granted every obligation of Tenant under this Lease until such time as this Lease is either rejected or assumed by order of the United States Bankruptcy Court; and (2) to pay monthly in advance on the first day of each month as reasonable compensation for use and occupancy of the Premises an amount equal to all Rent and all other charges otherwise due pursuant to this Agreement by DPC Lease and (3) to reject or 3DP areassume this Lease within sixty (60) days of the filing of such petition under Chapter 7 of the Bankruptcy Code or within one hundred twenty (120) days (or such shorter term as Landlord in its sole discretion, may deem reasonable so long as notice of such period is given) of the filing of a petition under any other Chapter: and shall (4) to give Landlord at least forty-five (45) days’ prior written notice of any proceeding relating to any assumption of this Lease; and (5) to give at least thirty (30) days’ prior written notice of any abandonment of the Premises; any such abandonment to be deemed a rejection of this Lease; and (6) to do all other things of benefit to Landlord otherwise required under the Bankruptcy Code; and (7) to be deemed to be, for purposes of-Section 365(n) of the U.S. Bankruptcy Code, licenses of right to "Intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under have rejected this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, Lease in the event of the commencement failure to comply with any of a bankruptcy proceeding the above; and (8) to have consented to the entry of an order by an appropriate United States Bankruptcy Court providing all of the above. e. In addition to any other conditions or against either Parties under obligations imposed upon Tenant or its successor in the U.S. Bankruptcy Code, event of assumption and/or assignment as contemplated in this Section are the Parties hereto which is following: (1) the cure of any monetary defaults and the reimbursement to Landlord of pecuniary loss within not a party to such proceeding shall be entitled to a complete duplicate more than thirty (30) days of assumption and/or assignment; (2) the reorganized debtor or complete access to, as appropriate) any such intellectual property and all embodiments assignee of such intellectual property, and same, if not already debtor in their possession, shall be promptly delivered possession or of Tenant’s trustee demonstrates background to them (i) meet all other reasonable criteria of Landlord as did Tenant upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection execution of this Agreement by or on behalf Lease; (3) the prior written consent of any mortgagee to which this Lease has been assigned as collateral security; and (5) no physical changes of any kind may be made to the Party subject to such proceeding upon written request therefor by a nonsubject PartyPremises unless in compliance with the applicable provisions of this Lease.

Insolvency or Bankruptcy. The occurrence of any of the following shall, at Landlord’s option, constitute a breach of this Lease by Tenant: (ai) Either Party maythe 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 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 by written notice to the other Party in the event the latter Party shall have become insolvent or bankrupt, or shall have 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 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 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 events enumerated above, under applicable law Tenant or the other Party, and any such event shall have continued for 90 days undismissed, unbonded and undischarged. (b) All rights and licenses granted under or pursuant to this Agreement by DPC or 3DP are, and shall otherwise be deemed to be, for purposes of-Section 365(n) of trustee in bankruptcy has the U.S. Bankruptcy Code, licenses of right to "Intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under affirm this Agreement, shall retain Lease 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to 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 their 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 Agreement Lease. Notwithstanding the provisions of Section 19.1, there shall be no cure periods for any breach or (ii) if not delivered default under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject PartyArticle 20 except as expressly provided in this Article 20.

Insolvency or Bankruptcy. (a) 14.5.1 Either Party may, in addition to any other remedies available by law or in equity, terminate this Agreement by written notice to the other Party in the event the latter Party shall have become insolvent or bankrupt, or shall have 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- winding-up, 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 Party, and any such event shall have continued for 90 ninety (90) days undismissed, unbonded and undischarged. (b) 14.5.2 All rights and licenses granted under or pursuant to this Agreement by DPC Athersys or 3DP are, and shall otherwise be deemed to be, for purposes of-of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to "Intellectual propertyProperty" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this 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 either Parties Party under the U.S. Bankruptcy Code, the Parties Party hereto which is not a party Party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property Intellectual Property and all embodiments or descriptions of such intellectual propertylicensed Intellectual Property, and same, if not already in their possession, shall be promptly delivered to them it (ia) upon any such commencement of a bankruptcy proceeding upon their its written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their its obligations under this Agreement or (iib) if not delivered under (ia) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject the nondebtor Party.

Insolvency or Bankruptcy. To the extent permitted under Applicable Law, either Party may terminate this Agreement, (a) Either Party mayif, in addition to at any other remedies available by law or in equitytime, terminate this Agreement by written notice to the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the event appointment of a receiver or trustee of the latter 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 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 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 90 days undismissed, unbonded and undischarged. (b) foregoing events giving rise to termination under this Section 11.3. All rights and licenses granted under or pursuant to any section of this Agreement by DPC or 3DP are, are and shall otherwise be deemed to be, be for purposes of-of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the U.S. “Bankruptcy Code, ”) licenses of right rights to "Intellectual “intellectual property" ” as defined under in Section 101 101(35A) of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this Agreement, shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in All materials required to be delivered by the event 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 commencement of a bankruptcy proceeding by or against either Parties under the U.S. Bankruptcy Code. Upon the bankruptcy of any Party, the Parties hereto which is not a party to such proceeding non-bankrupt Party shall further be entitled to a complete duplicate of (of, or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual propertylicensed to the non-bankrupt Party, and samesuch, if not already in their its possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request thereforthe non-bankrupt Party, unless the bankrupt Party subject to such proceedings elects to continue continue, and continues, to perform all of their its obligations under this Agreement or (ii) if not delivered Agreement. All written agreements entered into in connection with the Parties’ performance under (i) above, upon the rejection of this Agreement by or on behalf from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Party subject to such proceeding upon written request therefor by a nonsubject PartyBankruptcy Code.

Insolvency or Bankruptcy. The occurrence of any of the following shall, at Landlord’s option, constitute a breach of this Lease by Tenant: (ai) Either Party maythe 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 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 by written notice to the other Party in the event the latter Party shall have become insolvent or bankrupt, or shall have 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 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 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 events enumerated above, under applicable law Tenant or the other Party, and any such event shall have continued for 90 days undismissed, unbonded and undischarged. (b) All rights and licenses granted under or pursuant to this Agreement by DPC or 3DP are, and shall otherwise be deemed to be, for purposes of-Section 365(n) of trustee in bankruptcy has the U.S. Bankruptcy Code, licenses of right to "Intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under affirm this Agreement, shall retain Lease 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to 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 their 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 Agreement Lease. Notwithstanding the provisions of Section 17.1, there shall be no cure periods for any breach or (ii) if not delivered default under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject PartySection 18 except as expressly provided in this Section 18.

Insolvency or Bankruptcy. To the extent permitted under Applicable Law, either Party may terminate this Agreement, (a) Either Party mayif, in addition to at any other remedies available by law or in equitytime, terminate this Agreement by written notice to the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the event appointment of a receiver or trustee of the latter 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 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 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 90 days undismissed, unbonded and undischarged. (b) foregoing events giving rise to termination under this Section 12.3. All rights and licenses granted under or pursuant to any section of this Agreement by DPC or 3DP are, are and shall otherwise be deemed to be, be for purposes of-of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the U.S. “Bankruptcy Code, ”) licenses of right rights to "Intellectual “intellectual property" ” as defined under in Section 101 101(35A) of the U.S. Bankruptcy Code. The Parties agree that the Parties as licensees of such rights under this Agreement, shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in All materials required to be delivered by the event 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 commencement of a bankruptcy proceeding by or against either Parties under the U.S. Bankruptcy Code. Upon the bankruptcy of any Party, the Parties hereto which is not a party to such proceeding non-bankrupt Party shall further be entitled to a complete duplicate of (of, or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual propertylicensed to the non-bankrupt Party, and samesuch, if not already in their its possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request thereforthe non-bankrupt Party, unless the bankrupt Party subject to such proceedings elects to continue continue, and continues, to perform all of their its obligations under this Agreement or (ii) if not delivered Agreement. All written agreements entered into in connection with the Parties’ performance under (i) above, upon the rejection of this Agreement by or on behalf from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Party subject to such proceeding upon written request therefor by a nonsubject PartyBankruptcy Code.

Insolvency or Bankruptcy. (a) Either Party may, in addition to In the event that any petition is filed or any other remedies available action is taken by law or in equityagainst MethylGene seeking (i) MethylGene’s liquidation, terminate this Agreement by written notice to the other Party in the event the latter Party shall have become insolvent reorganization, restructuring, dissolution or bankruptwinding-up, or shall have an assignment for the benefit composition or readjustment of its creditorsdebts, (ii) the appointment of a trustee, receiver, custodian, liquidator or there shall have been appointed a trustee the like of MethylGene or receiver of the other Party or for all or a any substantial part of its property assets, or (iii) similar relief under the Canadian Bankruptcy and Insolvency Act (the “BIA”), the Canadian Companies’ Creditors Arrangement Act (the “CCAA”) or any case or proceeding shall have been commenced or other action taken by or against similar law (collectively, the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding- up, arrangement or readjustment of its debts or “Bankruptcy Laws”) (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 foregoing, an “Insolvency Event”), MethylGene shall promptly notify Otsuka in writing of the other Party, and any such event shall have continued for 90 days undismissed, unbonded and undischargedInsolvency Event. (b) All rights and licenses granted under If, due to any Insolvency Event, MethylGene is no longer able, or pursuant otherwise fails, to this Agreement by DPC perform all or 3DP are, and shall otherwise be deemed to be, for purposes of-Section 365(n) any portion of the U.S. Bankruptcy CodeResearch Program tasks that are required to be performed by MethylGene under the Research Plan or this Agreement, licenses Otsuka may give MethylGene notice identifying such tasks and requiring MethylGene to perform such tasks. If such failure to perform is not cured within ninety (90) days after receipt of right such notice, Otsuka shall have the right, at its option and expense, to "Intellectual property" as defined under Section 101 perform the Research Program tasks identified in the notice in accordance with the Research Plan and any applicable terms of the U.S. Bankruptcy Code. this Agreement. (c) The Parties acknowledge and agree that the Parties licenses granted to Otsuka under this Agreement constitute grants of a right to use intellectual property within the meaning of the BIA and the CCAA and that, in the event of an Insolvency Event or as licensees otherwise authorized under any Bankruptcy Laws, Otsuka shall continue to have all rights under such licenses as long as Otsuka continues to perform its obligations under this Agreement in relation to the exercise of such rights under this Agreement, licenses. MethylGene acknowledges and agrees that Otsuka shall retain and may fully exercise all of their Otsuka’s rights and elections under as and to the U.S. extent provided in the Bankruptcy CodeLaws. 15. Schedule 1.38-2 to the Original Agreement is deleted in its entirety and replaced with the new Schedule 1.3 8-2 attached to this First Amendment as Schedule 2. 16. The Parties further agree that, in that the event patent application entitled […***…] constitutes all of the commencement […***…] in existence as of a bankruptcy proceeding by or against either Parties under the U.S. Bankruptcy CodeFirst Amendment Execution Date. 17. This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 18. Upon the occurrence of the First Amendment Execution Date, the Parties hereto which Letter Agreement is not a party to such proceeding shall be entitled to a complete duplicate superseded effective as of (or complete access toMarch 25, 2010. Except as appropriate) any such intellectual property expressly stated in this First Amendment, the Original Agreement remains unchanged and all embodiments of such intellectual property, in full force and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Partyeffect.

Insolvency or Bankruptcy. (a) Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement (in whole or in part as the terminating Party may determine) by written notice to the other Party in the event the latter other Party shall have have: i) become insolvent or bankrupt, or ii) shall have made an assignment for the benefit of its creditors, or iii) there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property property, or iv) 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- winding-up, arrangement 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 90 days undismissed, unbonded and undischarged. (b) All rights Promptly following the Acceptance Date, Incyte shall deposit with an independent software source code escrow agent selected by Incyte and licenses granted under or pursuant acceptable to this Agreement by DPC or 3DP areCUSTOMER (the "Escrow Agent") a complete and correct copy of the source code for the LifeArray(TM) Product(s) provided to CUSTOMER hereunder (the "Escrowed Source Code"), and shall otherwise enter into an escrow agreement with CUSTOMER and the Escrow Agent (the "Escrow Agreement"). The Escrow Agreement shall provide that the Escrowed Source Code shall be deemed delivered to beCUSTOMER only upon the: i) filing by Incyte of a voluntary bankruptcy petition; ii) the filing against Incyte of an involuntary bankruptcy petition where the same is not withdrawn or vacated within ninety (90) days after the filing thereof; iii) failure of Incyte to provided maintenance and support services hereunder; or iv) the liquidation or dissolution of Incyte. From time to time after the initial escrow deposit, for purposes of-Section 365(n) if Incyte makes any material modifications, updates or enhancements to any of the U.S. Bankruptcy Escrowed Source Code, licenses Incyte shall deposit with the Escrow Agent a copy of right to "Intellectual property" as defined under Section 101 such modified, updated or enhanced source code. CUSTOMER shall pay all fees and expenses of the U.S. Bankruptcy Code. The Parties agree that Escrow Agent under the Parties as licensees of Escrow Agreement only if any Escrowed Source Code is delivered to CUSTOMER pursuant to the Escrow Agreement, and such rights under source code shall be subject to all the confidentiality and use restrictions contained in this 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 either Parties under the U.S. Bankruptcy Code, the Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by a nonsubject Party.