Common use of Insolvency or Bankruptcy Clause in Contracts

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

Insolvency or Bankruptcy. (a) Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement effective on by written notice to the other Party in the event the other latter Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party 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, composition arrangement or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) 90 days undismissed, unbonded and undischarged. Furthermore, all . (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 rights right to "intellectual Intellectual property" as defined under Section 101(56) 101 of the United States 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 one Party hereunder either Parties under the United States U.S. Bankruptcy Code, the other Party Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to to, as appropriate) any such intellectual property, property and all embodiments of such intellectual property, pertaining 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 rights granted in 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 licenses hereunder rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the milestone amounts and royalties set forth in this Agreementnonsubject Party.

Insolvency or Bankruptcy. 10.4.1 Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement effective on by written notice to the other Party in the event the other latter Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party 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-up, arrangement, composition arrangement or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of 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 ninety (90) 90 days undismissed, unbonded and undischarged. Furthermore, all . 10.4.2 All rights and licenses granted under or pursuant to this Agreement by BMS or 3DP are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to "intellectual propertyIntellectual Property" as defined under Section 101(56) 101 of the United States 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 one Party hereunder either Parties under the United States U.S. Bankruptcy Code, the other Parties hereto which is not a Party to such proceeding shall be entitled to a complete duplicate of (or complete access to to, as appropriate) any such intellectual property, property and all embodiments of such intellectual property, pertaining 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 rights granted in 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 licenses hereunder rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by or against whom a bankruptcy proceeding nonsubject Party. ** Certain portions of this Exhibit have been omitted based upon a request for confidential treatment that has been commenced; subject, to payment of filed with the milestone amounts and royalties set forth in this AgreementCommission. The omitted portions have been filed separately with the Commission.

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

Insolvency or Bankruptcy. (a) Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement effective on by written notice to the other Party in the event the other latter Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party 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-up, arrangement, composition arrangement or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) 90 days undismissed, unbonded and undischarged. Furthermore, all . (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 rights right to "intellectual Intellectual property" as defined under Section 101(56) 101 of the United States 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 one Party hereunder either Parties under the United States U.S. Bankruptcy Code, the other Party Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to to, as appropriate) any such intellectual property, property and all embodiments of such intellectual property, pertaining 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 rights granted in 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 licenses hereunder rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the milestone amounts and royalties set forth in this Agreementnonsubject Party.

Insolvency or Bankruptcy. 9.5.1 Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement effective on by written notice to the other Party in the event the other latter Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition 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 ninety (90) days undismissed, unbonded and undischarged. Furthermore, all . 9.5.2 All rights and licenses granted under or pursuant to this Agreement by BMS or 3DP are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to "intellectual propertyIntellectual Property," as defined under Section 101(56) 101 of the United States 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 one either Party hereunder under the United States U.S. Bankruptcy Code, the other Party hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to to, as appropriate) any such intellectual property, property and all embodiments of such relevant intellectual property, pertaining 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 rights granted in 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 licenses hereunder rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the milestone amounts and royalties set forth in this Agreementnonsubject Party.

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

Insolvency or Bankruptcy. Either (a) 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 effective on Agreement, in whole or in part, by written notice to the other Party in the event the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, up arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) days undismissed, unbonded and undischarged. Furthermore, all . (b) All rights and licenses granted under or pursuant to this Agreement Agreement, are, and shall otherwise be deemed to be, for purposes of Section 365(n365 (n) of the U.S. Bankruptcy Code, licenses of rights to "“intellectual property" ” as defined under Section 101(56) 101 of the United States 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 or other Applicable Laws. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder NK under the United States U.S. Bankruptcy CodeCode or other Applicable Laws, NeoPharm shall to the other Party shall extent legally possible be entitled to a complete duplicate of (or complete access to to, as appropriate) any such intellectual property, property and all embodiments of such intellectual property, pertaining and same, if not already in its possession, shall be promptly delivered to it (i) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless NK elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of 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 commencement 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 granted in the licenses hereunder of the Party permitted by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the milestone amounts and royalties set forth in this AgreementApplicable Laws.

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

Insolvency or Bankruptcy. (a) Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement effective on by written notice to the other Party in the event the other latter Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party 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-up, arrangement, composition arrangement or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) days undismissed, unbonded and undischarged. Furthermore, all . (b) All rights and licenses granted under or pursuant to this Agreement by BIPI or 3DP are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to "intellectual Intellectual property" as defined under Section 101(56) 101 of the United States 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 one Party hereunder either Parties under the United States U.S. Bankruptcy Code, the other Party Parties hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to to, as appropriate) any such intellectual property, property and all embodiments of such intellectual property, pertaining 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 rights granted in 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 licenses hereunder rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the milestone amounts and royalties set forth in this Agreementnonsubject Party.

Insolvency or Bankruptcy. Either In the event that, a Party mayshall 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) 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 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 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 it the other Party by law Applicable Law or in equity, the other Party may terminate this Agreement effective on by giving written notice to the other Party in the event the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and any which shall be effective immediately upon delivery of such event shall have continued for ninety (90) days undismissednotice, unbonded and undischarged. Furthermorewhereupon, all rights and licenses granted amounts owing under this Agreement are, shall immediately become due and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the milestone amounts and royalties set forth in this Agreementpayable.

Insolvency or Bankruptcy. 9.4.1 Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement effective on by written notice to the other Party in the event that the other latter Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition 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 ninety (90) 90 days undismissed, unbonded and undischarged. Furthermore, all . 9.4.2 All rights and licenses granted under or pursuant to this Agreement by BMS or 3DP are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to "intellectual propertyIntellectual Property," as defined under Section 101(56) 101 of the United States U.S. Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder under the United States Bankruptcy CodeParties, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments as licensees of such intellectual propertyrights under this Agreement, pertaining to the rights granted in the licenses hereunder shall retain and may fully exercise all of the Party by or against whom their ** Certain portions of this Exhibit have been omitted based upon a bankruptcy proceeding request for confidential treatment that has been commenced; subject, to payment of filed with the milestone amounts and royalties set forth in this Agreement.Commission. The omitted portions have been filed separately with the Commission

Insolvency or Bankruptcy. Either Party may, in (a) In addition to any other remedies available to it by law or in equity, either party may terminate this Agreement effective on upon providing written notice to the other Party party (the "Insolvent Party"), in the event the other 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, 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-up, up arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Insolvent Party, and any such event shall have continued for ninety forty-five (9045) days undismissed, unbonded and undischarged. Furthermore, all . (b) All rights and licenses granted under or pursuant to this Agreement by Amgen or Dyax are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code (the "Code"), licenses of rights to "intellectual property" as defined under Section 101(56) 101 of the United States Bankruptcy Code. The Parties parties agree that each party which shall be a licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under the Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder either party under the United States Bankruptcy Code, the other Party party hereto which shall not be a party to such proceeding shall be entitled to a complete duplicate of (or complete access to to, as appropriate) any such intellectual property, property and all embodiments of such intellectual property, pertaining and same, if not already in their possession, shall be promptly delivered to the rights granted in the licenses hereunder them (i) upon any such commencement of the Party by or against whom a bankruptcy proceeding has been commenced; subjectupon their written request therefor, unless the party subject to payment such proceeding (or a trustee on behalf of the milestone amounts 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 subject to such proceeding upon written request therefor by the non-subject party. (c) In the event Dyax shall be the Insolvent Party and royalties set forth 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 this Agreementaccordance with Section 9.6 hereunder shall terminate, provided, however, Amgen shall retain all licenses granted herein *************.

Insolvency or Bankruptcy. 10.7.1 Either Party may, in addition to any other remedies available to it by law or in equity, terminate the Research Program and/or this Agreement effective on by written notice to the other Party in the event the other latter Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party 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-up, arrangement, composition arrangement or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) days undismissed, unbonded and undischarged. Furthermore, all . 10.7.2 All rights and licenses granted under or pursuant to this Agreement by BMS or 3DP are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to "intellectual propertyIntellectual Property" as defined under Section 101(56) 101 of the United States 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 one either Party hereunder under the United States U.S. Bankruptcy Code, the other Party hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to to, as appropriate) any such intellectual property, property and all embodiments of such intellectual property, pertaining and same, if not already in their possession, shall be promptly delivered to them (a) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the rights granted in Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement or (b) if not delivered under (a) above, upon the licenses hereunder rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by or against whom a bankruptcy proceeding nonsubject Party. **Certain portions of this Exhibit have been omitted upon a request for confidential treatment that has been commenced; subject, to payment of filed with the milestone amounts and royalties set forth in this AgreementCommission. The omitted portions have been filed separately with the Commission.

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

Insolvency or Bankruptcy. Either To the extent permitted under Law, either Party may, in addition to any other remedies available to it by law or in equity, may terminate this Agreement effective on written notice to Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the event appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within [**] after the filing thereof, or (c) if the other Party shall have become insolvent propose or bankruptbe a party to any dissolution or liquidation, or (d) if the other Party shall have made make an assignment of substantially all of its assets for the benefit of its creditors. Upon the occurrence of any of the foregoing (a) through (d) affecting a Party, or there shall have been appointed a trustee or receiver of such Party agrees to give the other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken prompt notice thereof to the extent permitted by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) days undismissed, unbonded and undischargedLaws. Furthermore, all All rights and licenses granted under or pursuant to any section of this Agreement are, to either Party are and shall otherwise be deemed to be, be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code, ”) licenses of rights to "“intellectual property" ” as defined under in Section 101(56101(35A) of the United States Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. The parties further agree that that, in the event of the commencement of a bankruptcy proceeding by or against one a Party hereunder under the United States Bankruptcy Code, the other non‑debtor Party shall be entitled to a complete duplicate of (or complete access to to, as appropriate) any such intellectual property, property and all embodiments of such intellectual property, pertaining to and the rights granted same, which, if not already in the licenses hereunder non‑debtor party’s possession, shall be promptly delivered to it (a) upon any such commencement of the Party by or against whom a bankruptcy proceeding has been commenced; subjectupon the non‑debtor party’s written request therefor, unless the debtor party continues to payment perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of the milestone amounts and royalties set forth debtor party upon written request therefor by the non‑debtor party. All written agreements entered into in connection with the Parties’ conduct under this AgreementAgreement from time to time shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

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

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

Insolvency or Bankruptcy. 10.6.1 Either Party may, in addition to any other remedies available to it by law or in equity, terminate the Research Program and/or this Agreement effective on by written notice to the other Party in the event the other latter Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party 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-up, arrangement, composition arrangement or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) days undismissed, unbonded and undischarged. Furthermore, all . 10.6.2 All rights and licenses granted under or pursuant to this Agreement by Xxxxxxx or 3DP are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to "intellectual propertyIntellectual Property" as defined under Section 101(56) 101 of the United States 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 one either Party hereunder under the United States U.S. Bankruptcy Code, the other Party hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to to, as appropriate) any such intellectual property, property and all embodiments of such intellectual property, pertaining and same, if not already in their possession, shall be promptly delivered to them (a) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the rights granted in Party subject to such proceedings elects to continue to perform all of their obligations under this Agreement, or (b) if not delivered under (a) above, upon the licenses hereunder rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the milestone amounts and royalties set forth in this Agreementnonsubject party.

Insolvency or Bankruptcy. (a) Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement effective on (in whole or in part as the terminating Party may determine) by written notice to the other Party in the event the 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, 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-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect. (b) Promptly following the Acceptance Date, or there Incyte shall have been issued deposit with an independent software source code escrow agent selected by Incyte and acceptable to CUSTOMER (the "Escrow Agent") a warrant of attachment, execution, distraint or similar process against any substantial part complete and correct copy of the property of source code for the other PartyLifeArray(TM) Product(s) provided to CUSTOMER hereunder (the "Escrowed Source Code"), and any such event shall have continued for 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 delivered to CUSTOMER 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 undismissedafter 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, unbonded if Incyte makes any material modifications, updates or enhancements to any of the Escrowed Source Code, Incyte shall deposit with the Escrow Agent a copy of such modified, updated or enhanced source code. CUSTOMER shall pay all fees and undischarged. Furthermore, all rights and licenses granted expenses of the Escrow Agent under this the Escrow Agreement areonly if any Escrowed Source Code is delivered to CUSTOMER pursuant to the Escrow Agreement, and such source code shall be deemed subject to be, for purposes of Section 365(n) of all the Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, confidentiality and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the milestone amounts and royalties set forth use restrictions contained in this Agreement.

Insolvency or Bankruptcy. Either To the extent permitted under Applicable Law, either Party may, in addition to any other remedies available to it by law or in equity, may terminate this Agreement effective on written notice to Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the event appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party shall have become insolvent or bankruptis served with an involuntary petition against it, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, or filed in any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Partyinsolvency proceeding, and any such event petition shall have continued for not be dismissed within ninety (90) days undismissedafter the filing thereof, unbonded and undischargedor (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Furthermore, all Each Party agrees to give the other Party prompt notice of the 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 are, are and shall otherwise be deemed to bebe for purposes of Section 365(n) of Title 11, United States Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information) shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, licenses the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to Execution Version continue, and continues, to perform all of rights its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to "intellectual property" as defined under time shall be considered agreements “supplementary” to this Agreement for purposes of Section 101(56365(n) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the milestone amounts and royalties set forth in this Agreement.

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

Insolvency or Bankruptcy. Either In the event that (i) 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 it the other Party by law Applicable Law or in equity, the other Party may terminate this Agreement effective on by giving written notice to the other Party in the event the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted under this Agreement are, and which shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments effective immediately upon delivery of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the milestone amounts and royalties set forth in this Agreementnotice.

Insolvency or Bankruptcy. Either Party may(a) If 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 to it by law or in equity, terminate this Agreement effective on written notice to the other Party in the event the other Party shall have become insolvent or bankruptpay its debts generally as they come due, or shall have made 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, 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 PartyLessee or either Guarantor shall be sequestered, and any such event order, judgment or decree or appointment or sequestration shall have continued for ninety (90) days remain in force undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted unstayed or unvacated for a period of 60 days after the date of entry thereof; (c) If a petition against Lessee or either Guarantor in a proceeding or case under this Agreement are, the bankruptcy laws or other insolvency laws shall be filed and shall not be deemed to bewithdrawn or dismissed within 60 days thereafter, for purposes or, in case the approval of Section 365(n) 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 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 rights to "intellectual property" as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by 60 days, or against one Party hereunder if, under the United States Bankruptcy Codeprovisions of any law providing for reorganization or winding-up of corporations which may apply to Lessee or either Guarantor any court of competent jurisdiction shall assume jurisdiction, the other Party custody or control of Lessee or either Guarantor or of any substantial part of their property and such jurisdiction, custody or control shall be entitled to complete access to any such intellectual propertyremain in force unrelinquished, and all embodiments unstayed or underminated for a period of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the milestone amounts and royalties set forth in this Agreement60 days.

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

Insolvency or Bankruptcy. Either To the extent permitted under Applicable Law, either Party may, in addition to any other remedies available to it by law or in equity, may terminate this Agreement effective on written notice to Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the event appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party shall have become insolvent or bankruptis served with an involuntary petition against it, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, or filed in any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Partyinsolvency proceeding, and any such event petition shall have continued for not be dismissed within ninety (90) days undismissedafter the filing thereof, unbonded and undischargedor (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Furthermore, all Each Party agrees to give the other Party prompt notice of the 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 are, are and shall otherwise be deemed to bebe for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information) shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, licenses the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of rights its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to "intellectual property" as defined under time shall be considered agreements “supplementary” to this Agreement for purposes of Section 101(56365(n) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the milestone amounts and royalties set forth in this Agreement.

Insolvency or Bankruptcy. 14.5.1 Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement effective on by written notice to the other Party in the event the other latter Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party 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-up, arrangement, composition arrangement or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint restraint or similar process against any substantial part of the property of the other Party, and any such event shall have continued for ninety (90) days undismissed, unbonded and undischarged. Furthermore, all . 14.5.2 All rights and licenses granted under or pursuant to this Agreement by Athersys or 3DP are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights right to "intellectual propertyIntellectual Property" as defined under Section 101(56) 101 of the United States 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 one either Party hereunder under the United States U.S. Bankruptcy Code, the other Party hereto which is not a Party to such proceeding shall be entitled to a complete duplicate of (or complete access to to, as appropriate) any such intellectual property, Intellectual Property and all embodiments or descriptions of such intellectual propertylicensed Intellectual Property, pertaining and same, if not already in their possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless the rights granted in Party subject to such proceedings elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under (a) above, upon the licenses hereunder rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the milestone amounts and royalties set forth in this Agreementnondebtor Party.

Insolvency or Bankruptcy. Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement effective on written notice (a) If Lessee shall consent to the appointment of or taking possession by a receiver, assignee, custodian, sequestrator, trustee or liquidator (or other Party in similar official) of itself or of a substantial part of its property, or Lessee shall fail to pay its debts generally as they come due (unless such debts are the event the other Party shall have become insolvent or bankruptsubject of a bona fide dispute), or shall have made an 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 Federal bankruptcy laws, as now or hereafter constituted or any other applicable Federal or state 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 Federal or state 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, 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 PartyLessee shall be sequestered, and any such event order, judgment or decree or appointment or sequestration shall have continued remain in force, unstayed or unvacated for ninety a period of 60 days after the date of entry thereof; (90c) days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted If a petition against Lessee in a proceeding or case under this Agreement are, the bankruptcy laws or other insolvency laws (as now or hereafter in effect) shall be filed and shall 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 relief in respect of Section 365(n) Lessee shall be entered by a court of the Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that competent jurisdiction in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder an involuntary case under the United States Bankruptcy CodeFederal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state 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 60 days, or if, under the other Party provisions of any law providing for reorganization or winding-up of corporations which may apply to Lessee any court of competent jurisdiction shall be entitled to complete access to assume jurisdiction, custody or control of Lessee or of any substantial part of its property and such intellectual propertyjurisdiction, and all embodiments custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the milestone amounts and royalties set forth in this Agreement60 days.

Insolvency or Bankruptcy. Either To the extent permitted under Applicable Law, either Party may, in addition to any other remedies available to it by law or in equity, may terminate this Agreement effective on written notice to Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the event appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party shall have become insolvent or bankruptis served with an involuntary petition against it, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, or filed in any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Partyinsolvency proceeding, and any such event petition shall have continued for not be dismissed within ninety (90) days undismissedafter the filing thereof, unbonded and undischargedor (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Furthermore, all Each Party agrees to give the other Party prompt notice of the 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 are, are and shall otherwise be deemed to bebe for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information) shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, licenses the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of rights its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to "intellectual property" as defined under time shall be considered agreements “supplementary” to this Agreement for purposes of Section 101(56365(n) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the milestone amounts and royalties set forth in this Agreement.

Insolvency or Bankruptcy. Either Party may, in addition to (a) In the event that any petition is filed or any other remedies available to it by law or in equity, terminate this Agreement effective on written notice to the other Party in the event the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action is taken by or against the other Party in bankruptcy or MethylGene seeking (i) MethylGene’s liquidation, reorganization, liquidationrestructuring, dissolution, dissolution or winding-up, arrangement, or the composition or readjustment of its debts debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or any other relief under any bankruptcy, insolvency, reorganization the like of MethylGene or other similar act of all 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 its assets, or (iii) similar relief under the property Canadian Bankruptcy and Insolvency Act (the “BIA”), the Canadian Companies’ Creditors Arrangement Act (the “CCAA”) or any similar law (collectively, the “Bankruptcy Laws”) (any of the other Partyforegoing, an “Insolvency Event”), MethylGene shall promptly notify Otsuka in writing of such Insolvency Event. (b) If, due to any Insolvency Event, MethylGene is no longer able, or otherwise fails, to perform all or any portion of the Research Program tasks that are required to be performed by MethylGene under the Research Plan or this Agreement, Otsuka may give MethylGene notice identifying such tasks and any requiring MethylGene to perform such event shall have continued for tasks. If such failure to perform is not cured within ninety (90) days undismissedafter receipt of such notice, unbonded Otsuka shall have the right, at its option and undischarged. Furthermoreexpense, all rights to perform the Research Program tasks identified in the notice in accordance with the Research Plan and any applicable terms of this Agreement. (c) The Parties acknowledge and agree that the licenses granted to Otsuka under this Agreement are, and shall be deemed constitute grants of a right to be, for purposes of Section 365(n) use intellectual property within the meaning of the BIA and the CCAA and that, in the event of an Insolvency Event or as otherwise authorized under any Bankruptcy CodeLaws, 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 licenses. MethylGene acknowledges and agrees that Otsuka shall retain and may fully exercise all of Otsuka’s rights and elections as and to "intellectual property" the extent provided in the Bankruptcy Laws. 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 defined under Section 101(56) of the United States Bankruptcy CodeSchedule 2. 16. The Parties agree that in the event patent application entitled […***…] constitutes all of the commencement […***…] in existence as of a bankruptcy proceeding by or against the First 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 Party hereunder under and the United States Bankruptcy Codesame instrument. 18. Upon the occurrence of the First Amendment Execution Date, the other Party shall be entitled to complete access to any such intellectual propertyLetter Agreement is superseded effective as of March 25, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the milestone amounts and royalties set forth 2010. Except as expressly stated in this AgreementFirst Amendment, the Original Agreement remains unchanged and in full force and effect.

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

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

Insolvency or Bankruptcy. Either To the extent permitted under Applicable Law, either Party may, in addition to any other remedies available to it by law or in equity, may terminate this Agreement effective on written notice to Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the event appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party shall have become insolvent or bankruptis served with an involuntary petition against it, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party or for all or a substantial part of its property, or filed in any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Partyinsolvency proceeding, and any such event petition shall have continued for not be dismissed within ninety (90) days undismissedafter the filing thereof, unbonded and undischargedor (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Furthermore, all Each Party agrees to give the other Party prompt notice of the 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 are, are and shall otherwise be deemed to bebe for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully - 66 - SV\1263057.27 exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information) shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, licenses the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of rights its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to "intellectual property" as defined under time shall be considered agreements “supplementary” to this Agreement for purposes of Section 101(56365(n) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the milestone amounts and royalties set forth in this Agreement.

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

Insolvency or Bankruptcy. Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement and the Supply Agreement effective on written notice to the other Party in the event the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the such other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the such other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the such other Party, and any such event shall have continued for ninety (90) days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights to "“intellectual property" ” as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one a Party hereunder under the United States Bankruptcy CodeCode or the laws of the Republic of Italy, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted to the bankrupt Party in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the milestone amounts and royalties set forth in this Agreementhereunder.

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

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

Insolvency or Bankruptcy. Either Party may(a) If 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 to it by law or in equity, terminate this Agreement effective on written notice to the other Party in the event the other Party shall have become insolvent or bankruptpay its debts generally as they come due, or shall have made 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, 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 PartyLessee shall be sequestered, and any such event order, judgment or decree or appointment or sequestration shall have continued for ninety (90) days remain in force undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted unstayed or unvacated for a period of 60 days after the date of entry thereof; (c) If a petition against Lessee in a proceeding or case under this Agreement are, the bankruptcy laws or other insolvency laws shall be filed and shall 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 relief in respect of Section 365(n) Lessee shall be entered by a court of competent jurisdiction in an involuntary case under the Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101(56) bankruptcy laws of the United States Bankruptcy Code. The Parties agree that Kingdom, 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 the event effect for a period of the commencement of a bankruptcy proceeding by 60 days, or against one Party hereunder if, under the United States Bankruptcy Codeprovisions of any law providing for reorganization or winding-up of corporations which may apply to Lessee any court of competent jurisdiction shall assume jurisdiction, the other Party custody or control of Lessee or of any substantial part of their property and such jurisdiction, custody or control shall be entitled to complete access to any such intellectual propertyremain in force unrelinquished, and all embodiments unstayed or unterminated for a period of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the milestone amounts and royalties set forth in this Agreement60 days.

Insolvency or Bankruptcy. Either To the extent permitted under Applicable Law, either Party may, in addition to any other remedies available to it by law or in equity, may terminate this Agreement effective on written notice to Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the event appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within [***] after the filing thereof, or (c) if the other Party shall have become insolvent propose or bankruptbe a party to any dissolution or liquidation, or (d) if the other Party shall have made make an assignment of substantially all of its assets for the benefit of its creditors, or there shall have been appointed a trustee or receiver of . Each Party agrees to give the other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part prompt notice of the property of the other Party, and any such event shall have continued for ninety (90) days undismissed, unbonded and undischargedforegoing events giving rise to termination under this Section 12.3. Furthermore, all All rights and licenses granted under or pursuant to any section of this Agreement are, are and shall otherwise be deemed to bebe for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information) shall be considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any Party, licenses the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt Party, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of rights its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to "intellectual property" as defined under time shall be considered agreements “supplementary” to this Agreement for purposes of Section 101(56365(n) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the milestone amounts and royalties set forth in this Agreement.