Common use of Insolvency or Bankruptcy Clause in Contracts

Insolvency or Bankruptcy. In the event that, a Party shall commence any case, proceeding or other action: under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order of relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts; or seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Party shall make a general assignment for the benefit of its creditors; or there shall be commenced against a Party any case, proceeding or other action of a nature referred to in clause (a) 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 the other Party by Applicable Law or in equity, the other Party may terminate this Agreement by giving written notice to the other Party, which shall be effective immediately upon delivery of such notice, whereupon, all amounts owing under this Agreement shall immediately become due and payable.

Insolvency or Bankruptcy. In 3.2.1.Either party may, in addition to any other remedies available by law or in equity, terminate the Agreement by written notice to the other party in the event thatthe latter party shall have become insolvent or bankrupt, a Party or shall commence any case, proceeding or other action: under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order of relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts; or seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Party shall make a general assignment for the benefit of its creditors; , or there shall be 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 against a Party any case, proceeding or other action taken by or against the other party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement or readjustment of a nature referred to in clause (a) above that: results in the entry of an order for relief its debts or any such adjudication other relief under any bankruptcy, insolvency, reorganization or appointment; other similar act or remains undismissedlaw of any jurisdiction now or hereafter in effect, 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 have been issued a warrant of attachment, execution, restraint or similar process against all or any substantial part of its assets the property of the other party, and any such event shall have continued for ninety (90) days undismissed, unbonded and undischarged. 3.2.2.All rights and licenses granted under 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 right to "Intellectual Property" as defined under Section 101 of the U.S. Bankruptcy Code. The parties agree that results 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 entry event of an order for the commencement of a bankruptcy proceeding by or against either party under the U.S. Bankruptcy Code, the party hereto which is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such relief that Intellectual Property and all embodiments or descriptions of such licensed Intellectual Property, 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 party subject to such proceedings elects to continue to perform all of its obligations under the Agreement or (b) if not have been vacateddelivered under (a) above, discharged, or stayed or bonded pending appeal within sixty (60) days from upon the entry thereof; or the Party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any rejection of the acts set forth in clauses (i), (ii), or (iii) above; or the Party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; then, in addition to any other remedies available to the other Party by Applicable Law or in equity, the other Party may terminate this Agreement by giving or on behalf of the party subject to such proceeding upon written notice to request therefor by the other Party, which shall be effective immediately upon delivery of such notice, whereupon, all amounts owing under this Agreement shall immediately become due and payablenondebtor party. 3.3.

Insolvency or Bankruptcy. In the event that, a Either Party shall commence any case, proceeding or other action: under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order of relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts; or seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Party shall make a general assignment for the benefit of its creditors; or there shall be commenced against a Party any case, proceeding or other action of a nature referred to in clause (a) 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; thenmay, in addition to any other remedies available to the other Party it by Applicable Law law or in equity, the other Party may terminate this Agreement by giving 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, which and any such event shall be effective immediately upon delivery of such noticehave continued for ninety (90) calendar days undismissed, whereuponunbonded and undischarged. Furthermore, all amounts owing rights and licenses granted under this Agreement are, and shall immediately become due 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 payablehave been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under the United States Bankruptcy Code, the other Party shall be entitled to complete access to any such intellectual property, and all embodiments of such intellectual property, pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced; subject, to payment of the Development and Commercial Milestone amounts and Running Royalties set forth in this Agreement.

Insolvency or Bankruptcy. In the event that, a Either Party shall commence any case, proceeding or other action: under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order of relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts; or seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Party shall make a general assignment for the benefit of its creditors; or there shall be commenced against a Party any case, proceeding or other action of a nature referred to in clause (a) 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; thenmay, in addition to any other remedies available to the other Party it by Applicable Law law or in equity, the other Party may terminate this Agreement by giving written effective on notice to the other Party, which in the event the other Party shall be effective immediately upon delivery 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 receive of the other Party or substantially all 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 noticeevent shall have continued for ninety (90) days undismissed, whereuponunbonded and undischarged. Furthermore, all amounts owing rights and licenses granted under this Agreement are, and shall immediately become due be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights to "intellectual property" as defined 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 payableall 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.

Insolvency or Bankruptcy. In the event that, that (i) a Party shall commence any case, proceeding or other action: 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 (ai) above that: that (A) results in the entry of an order for relief or any such adjudication or appointment; appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against the Party any case, proceeding or other action seeking issuance of a warrant of attachment, execution, restraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) the Party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clauses (i), (ii), or (iii) above; or (v) the Party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; then, in addition to any other remedies available to the other Party by Applicable Law or in equity, the other Party may terminate this Agreement by giving written notice to the other Party, which shall be effective immediately upon delivery of such notice, whereupon, all amounts owing under this Agreement shall immediately become due and payable.

Insolvency or Bankruptcy. In To the event thatextent permitted under Applicable Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a Party shall commence any case, proceeding petition in bankruptcy or other action: under any existing insolvency or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, for reorganization or relief of debtors, seeking to have for an order of relief entered with respect to it, arrangement 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 for the appointment of a receiver, trustee, custodian, conservator receiver or other similar official for it trustee of the Party or for of substantially all or any substantial part of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make a general an assignment of substantially all of its assets for the benefit of its creditors; . Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.3. All rights and licenses granted under or there pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information) shall be commenced against a Party considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any caseParty, 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 non-bankrupt Party shall take any action in furtherance further be entitled to a complete duplicate of, or indicating its consent complete access to, approval ofany intellectual property licensed to the non-bankrupt Party, or acquiescence inand such, any of the acts set forth if not already in clauses (i)its possession, (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 promptly delivered to the other Party by Applicable Law or in equity, the other Party may terminate this Agreement by giving written notice to the other non-bankrupt Party, which shall be effective immediately upon delivery unless the bankrupt Party elects to continue, and continues, to perform all of such notice, whereupon, all amounts owing its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall immediately become due and payablebe considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Insolvency or Bankruptcy. In To the event thatextent permitted under Applicable Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a Party shall commence any case, proceeding petition in bankruptcy or other action: under any existing insolvency or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, for reorganization or relief of debtors, seeking to have for an order of relief entered with respect to it, arrangement 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 for the appointment of a receiver, trustee, custodian, conservator receiver or other similar official for it trustee of the Party or for of substantially all or any substantial part of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make a general an assignment of substantially all of its assets for the benefit of its creditors; . Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 12.3. All rights and licenses granted under or there pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information) shall be commenced against a Party considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any caseParty, 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 non-bankrupt Party shall take any action in furtherance further be entitled to a complete duplicate of, or indicating its consent complete access to, approval ofany intellectual property licensed to the non-bankrupt Party, or acquiescence inand such, any of the acts set forth if not already in clauses (i)its possession, (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 promptly delivered to the other Party by Applicable Law or in equity, the other Party may terminate this Agreement by giving written notice to the other non-bankrupt Party, which shall be effective immediately upon delivery unless the bankrupt Party elects to continue, and continues, to perform all of such notice, whereupon, all amounts owing its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall immediately become due and payablebe considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Insolvency or Bankruptcy. In To the event thatextent permitted under Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a Party shall commence any case, proceeding petition in bankruptcy or other action: under any existing insolvency or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, for reorganization or relief of debtors, seeking to have for an order of relief entered with respect to it, arrangement 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 for the appointment of a receiver, trustee, custodian, conservator receiver or other similar official for it trustee of the Party or for of substantially all or any substantial part 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 propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make a general 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, such Party agrees to give the other Party prompt notice thereof to the extent permitted by Laws. All rights and licenses granted under or there pursuant to any section of this Agreement to either Party are and shall otherwise be commenced deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the United States Bankruptcy Code, the non‑debtor Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any casesuch intellectual property and all embodiments of such intellectual property, proceeding or other action and the same, which, if not already in the non‑debtor party’s possession, shall be promptly delivered to it (a) upon any such commencement of a nature referred bankruptcy proceeding upon the non‑debtor party’s written request therefor, unless the debtor party continues to in perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above that: results in above, following the entry rejection 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 the other Party by Applicable Law or in equity, the other Party may terminate this Agreement by giving or on behalf of the debtor party upon written notice to request therefor by the other Party, which shall be effective immediately upon delivery of such notice, whereupon, all amounts owing non‑debtor party. All written agreements entered into in connection with the Parties’ conduct under this Agreement from time to time shall immediately become due and payablebe considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Insolvency or Bankruptcy. In the event that, a Either Party shall commence any case, proceeding or other action: under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order of relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts; or seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Party shall make a general assignment for the benefit of its creditors; or there shall be commenced against a Party any case, proceeding or other action of a nature referred to in clause (a) 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; thenmay, in addition to any other remedies available to the other Party it by Applicable Law law or in equity, the other Party may terminate this Agreement by giving 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, which and any such event shall be effective immediately upon delivery of such noticehave continued for ninety (90) calendar days undismissed, whereuponunbonded and undischarged. Furthermore, all amounts owing rights and licenses granted under this Agreement are, and shall immediately become due 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 payableall 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 Trademark Milestone amounts and Running Royalties set forth in this Agreement.

Insolvency or Bankruptcy. In the event that, a Either Party shall commence any case, proceeding or other action: under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order of relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts; or seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Party shall make a general assignment for the benefit of its creditors; or there shall be commenced against a Party any case, proceeding or other action of a nature referred to in clause (a) 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; thenmay, in addition to any other remedies available to the other Party it by Applicable Law law or in equity, the other Party may terminate this Agreement by giving 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 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 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 such other Party, which and any such event shall be effective immediately upon delivery of such noticehave continued for ninety (90) days undismissed, whereuponunbonded and undischarged. Furthermore, all amounts owing rights and licenses granted under this Agreement are, and shall immediately become due 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 a Party under the United States Bankruptcy Code or the laws of the Republic of Italy, the other Party shall be entitled to complete access to any intellectual property, and payableall embodiments of such intellectual property, pertaining to the rights granted to the bankrupt Party in the licenses hereunder. [*****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Insolvency or Bankruptcy. In To the event thatextent permitted under Applicable Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a Party shall commence any case, proceeding petition in bankruptcy or other action: under any existing insolvency or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, for reorganization or relief of debtors, seeking to have for an order of relief entered with respect to it, arrangement 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 for the appointment of a receiver, trustee, custodian, conservator receiver or other similar official for it trustee of the Party or for of substantially all or any substantial part of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make a general an assignment of substantially all of its assets for the benefit of its creditors; . Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 11.3. All rights and licenses granted under or there pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully - 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 commenced against a Party considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any caseParty, 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 non-bankrupt Party shall take any action in furtherance further be entitled to a complete duplicate of, or indicating its consent complete access to, approval ofany intellectual property licensed to the non-bankrupt Party, or acquiescence inand such, any of the acts set forth if not already in clauses (i)its possession, (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 promptly delivered to the other Party by Applicable Law or in equity, the other Party may terminate this Agreement by giving written notice to the other non-bankrupt Party, which shall be effective immediately upon delivery unless the bankrupt Party elects to continue, and continues, to perform all of such notice, whereupon, all amounts owing its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall immediately become due and payablebe considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Insolvency or Bankruptcy. In To the event thatextent permitted under Applicable Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a Party shall commence any case, proceeding petition in bankruptcy or other action: under any existing insolvency or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, for reorganization or relief of debtors, seeking to have for an order of relief entered with respect to it, arrangement 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 for the appointment of a receiver, trustee, custodian, conservator receiver or other similar official for it trustee of the Party or for of substantially all or any substantial part 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 propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make a general an assignment of substantially all of its assets for the benefit of its creditors; . Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 12.3. All rights and licenses granted under or there pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information) shall be commenced against a Party considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any caseParty, 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 non-bankrupt Party shall take any action in furtherance further be entitled to a complete duplicate of, or indicating its consent complete access to, approval ofany intellectual property licensed to the non-bankrupt Party, or acquiescence inand such, any of the acts set forth if not already in clauses (i)its possession, (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 promptly delivered to the other Party by Applicable Law or in equity, the other Party may terminate this Agreement by giving written notice to the other non-bankrupt Party, which shall be effective immediately upon delivery unless the bankrupt Party elects to continue, and continues, to perform all of such notice, whereupon, all amounts owing its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall immediately become due and payablebe considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Insolvency or Bankruptcy. In To the event thatextent permitted under Applicable Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a Party shall commence any case, proceeding petition in bankruptcy or other action: under any existing insolvency or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, for reorganization or relief of debtors, seeking to have for an order of relief entered with respect to it, arrangement 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 for the appointment of a receiver, trustee, custodian, conservator receiver or other similar official for it trustee of the Party or for of substantially all or any substantial part of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make a general an assignment of substantially all of its assets for the benefit of its creditors; . Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 12.3. All rights and licenses granted under or there pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (including all manufacturing information) shall be commenced against a Party considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any caseParty, 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 non-bankrupt Party shall take any action in furtherance further be entitled to a complete duplicate of, or indicating its consent complete access to, approval ofany intellectual property licensed to the non-bankrupt Party, or acquiescence inand such, any of the acts set forth if not already in clauses (i)its possession, (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 promptly delivered to the other Party by Applicable Law or in equity, the other Party may terminate this Agreement by giving written notice to the other non-bankrupt Party, which shall be effective immediately upon delivery unless the bankrupt Party elects to continue, and continues, to perform all of such notice, whereupon, all amounts owing its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall immediately become due and payable.be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code. 12.4

Insolvency or Bankruptcy. In To the event thatextent permitted under Applicable Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a Party shall commence any case, proceeding petition in bankruptcy or other action: under any existing insolvency or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, for reorganization or relief of debtors, seeking to have for an order of relief entered with respect to it, arrangement 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 for the appointment of a receiver, trustee, custodian, conservator receiver or other similar official for it trustee of the Party or for of substantially all or any substantial part of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within ninety (90) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make a general an assignment of substantially all of its assets for the benefit of its creditors; . Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under this Section 12.3. All rights and licenses granted under or there pursuant to any section of this Agreement are and shall otherwise be deemed to be 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 commenced against a Party considered to be “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Upon the bankruptcy of any caseParty, 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 non-bankrupt Party shall take any action in furtherance further be entitled to a complete duplicate of, or indicating its consent complete access to, approval ofany intellectual property licensed to the non-bankrupt Party, or acquiescence inand such, any of the acts set forth if not already in clauses (i)its possession, (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 promptly delivered to the other Party by Applicable Law or in equity, the other Party may terminate this Agreement by giving written notice to the other non-bankrupt Party, which shall be effective immediately upon delivery unless the bankrupt Party elects to Execution Version continue, and continues, to perform all of such notice, whereupon, all amounts owing its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to time shall immediately become due and payablebe considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code.

Insolvency or Bankruptcy. In the event that, a Either Party shall commence any case, proceeding or other action: under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order of relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts; or seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Party shall make a general assignment for the benefit of its creditors; or there shall be commenced against a Party any case, proceeding or other action of a nature referred to in clause (a) 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; thenmay, in addition to any other remedies available to the other Party it by Applicable Law law or in equity, terminate the rights and licenses granted to the other Party may terminate under this Agreement by giving 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 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 60 days undismissed, 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. 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 analogous to those which shall 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 to Modex by CTI hereunder so long as Modex continues to satisfy its obligations hereunder, appropriate provisions will be effective immediately upon delivery of such notice, whereupon, all amounts owing under added to this Agreement shall immediately become due and payableproviding CTI, to the maximum extent possible, with such analogous rights.