Common use of Rights in Bankruptcy Clause in Contracts

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to The Parties agree that this Agreement by one Party to the other are, for all purposes of constitutes an executory contract under Section 365(n) of Title 11 365 of the United States Code (“Title 11”), licenses for the license of rights to “intellectual property” as defined under Section 101 of the Code and constitutes a license of “intellectual property” for purposes of any similar Applicable Laws in Title 11, and, any other country in the event Territory. The Parties further agree that a case Gilead, as licensee of such rights under Title 11 is commenced by or against either Party (the “Bankrupt Party”)this Agreement, the other Party shall have retain and may fully exercise all of its protections, rights, and elections under the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the TermCode, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights including under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual propertyCode, and the same, if not any similar Applicable Laws in any other country in the possession Territory. (b) All rights, powers, and remedies of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as Gilead provided under clause (i) above. All rights of the Parties under for in this Section 17.3 and under Section 365(n) of Title 11 13.5 are in addition to and not in substitution of for any and all other rights, powers, and remedies that each Party may have now or hereafter existing at law or in equity (including under this Agreementthe Code and any similar Applicable Laws in any other country in the Territory). Gilead, Title 11in addition to the rights, power, and any remedies expressly provided herein, shall be entitled to exercise all other Applicable Lawsuch rights and powers and resort to all other such remedies as may now or hereafter exist at law or in equity, including under the Code. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party following Gilead rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Partieslaw, including for purposes of Title 11the Code, and the Hookipa Third Party Agreements: (i) the right of access to any intellectual property Licensed Technology (including all embodiments thereof) of the Bankrupt Party ), or any Third Party with whom the Bankrupt Party Hookipa contracts to perform an obligation of the Bankrupt Party Hookipa under this Agreement, and, in the case of the Third Party, Agreement which is necessary for the Research, Development, Regulatory Approval and manufacture Manufacture, or Commercialization of Licensed Products and in the Field in the Territory; (ii) the right to contract directly with any Third Party described in paragraph (i) in this sentence to complete the contracted work. ; and (ciii) Any intellectual property provided pursuant the right to the provisions cure any breach of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license or default under any such agreement with a Third Party with respect and set off or recoup the costs thereof against amounts payable to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS Hookipa under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) 2.5.1 All rights and licenses now or hereafter granted by the Licensor to Alzheon under or pursuant to this Agreement by one Party Agreement, including, for the avoidance of doubt, the licenses granted to the other Alzheon pursuant to Section 2. 1, are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (Bankruptcy Code. Upon the “Bankrupt Party”)occurrence of any Insolvency Event with respect to the Licensor, the other Party Licensor agrees that Alzheon, as licensee of such rights under this Agreement, shall have retain and may fully exercise all of its rights [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the rights set forth Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 9. and elections under the Bankruptcy Code. Further, each Party agrees and acknowledges that, notwithstanding anything to the contrary in this Agreement, all payments by Alzheon to the Licensor hereunder, other than the Royalties, do not constitute royalties within the meaning of Section 365(n) of Title 11 the Bankruptcy Code or relate to the maximum extent permitted therebylicenses of intellectual property hereunder. During The Licensor shall, during the Term, each Party shall create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent practicable feasible, of all such Licensed Technology. The Licensor and Alzheon acknowledge and agree that “embodiments” of intellectual property. Without limiting property within the Parties’ rights under meaning of Section 365(n) include, without limitation, all physical embodiments of Title 11, if the Licensed Know-How. If (a) a case under Title 11 the Bankruptcy Code is commenced by or against the Bankrupt PartyLicensor, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (ib) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause in the Bankruptcy Code and (ic) above. All Alzheon elects to retain its rights of the Parties under this Section 17.3 and under hereunder as provided in Section 365(n) of Title 11 are the Bankruptcy Code, the Licensor (in addition any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall comply with the provisions of this Section 2.5.1. (a) The Licensor shall provide to Alzheon all Licensed Technology (including all embodiments thereof) held by the Licensor and not in substitution such successors and assigns, or otherwise available to them, immediately upon Alzheon’s written request. Whenever the Licensor or any of its successors or assigns provides to Alzheon any and all other rightsof the Licensed Technology (or any embodiment thereof) pursuant to this Section 2.5.1(a), powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party Alzheon shall have the right to perform the Licensor’s obligations of the Bankrupt Party hereunder with respect to such intellectual propertyLicensed Technology, but neither such provision nor such performance by the non-Bankrupt Party Alzheon shall release the Bankrupt Party Licensor from any such obligation liability resulting from rejection of the license or liability for failing the failure to perform itsuch obligations. (b) The Parties agree that they intend the foregoing non-Bankrupt Party Licensor shall not interfere with Alzheon’s rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, andor any agreement supplemental hereto, to the Licensed Technology (including any embodiments thereof), including any right to obtain such Licensed Technology (or such embodiments) from another entity, to the extent provided in the case Section 365(n) of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted workBankruptcy Code. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 17.4 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 17.4 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx CytomX enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx CytomX will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx CytomX and such Third Party is terminated during the Term solely on account of Ambrx CytomX becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx CytomX is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights Product Specific Patents licensed or assigned to BMS under this Agreement without being required to consult with Ambrx CytomX before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other SBS are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. The parties agree that Voyager, andas licensee, and SBS, as licensor, of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. The parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party (SBS under the “Bankrupt Party”)United States Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party Voyager shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other PartyVoyager’s possession, shall be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Partya bankruptcy proceeding upon Voyager’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, party subject to such proceeding elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iib) after any if not delivered under (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable LawSBS upon written request therefor by Voyager. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties parties further agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9that, in the event that Ambrx of the commencement of a bankruptcy proceeding by or against Voyager under the United States Bankruptcy Code, and an assignment of this Agreement is made for the Bankrupt Partybenefit of creditors of Voyager, BMS may take appropriate actions in connection with then the filing, prosecution, maintenance rights and enforcement obligations of any Ambrx Patent rights licensed or assigned to BMS Voyager under this Agreement without being required may be transferred and assigned only to consult with Ambrx before taking any such actions, provided another Person engaged in the business of developing and commercializing pharmaceutical products that such actions are consistent with would reasonably be capable of performing the obligations set forth in this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code and other similar laws in any other jurisdiction outside of the Licensee Territory (collectively, the “Title 11Bankruptcy Laws”), licenses of rights to “intellectual property” as defined in Title 11, and, in under the event that Bankruptcy Laws. If a case under Title 11 is commenced during the Term by or against either a Party (under the “Bankrupt Party”)Bankruptcy Laws then, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create unless and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before until this Agreement is rejected by or on behalf of the Bankrupt Partyas provided pursuant to such Bankruptcy Laws, within thirty such Party (30in any capacity, including debtor-in-possession) days after the other Party’s written request, unless the Bankrupt Party, or and its trustee or receiver, elects within thirty successors and assigns (30including a Title 11 trustee) days to continue to will perform all of the obligations in this Agreement intended to be performed by such Party. If a case is commenced during the Term by or against a Party under the Bankruptcy Laws and this Agreement is rejected as provided for under the Bankruptcy Laws, and the non-bankrupt Party elects to retain its obligations rights hereunder as provided for under the Bankruptcy Laws, then the Party subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee), will provide to the non-bankrupt Party copies of all Patent Rights and Information necessary for the non-bankrupt Party to Prosecute, maintain and enjoy its rights under the terms of this Agreement. All rights, or (ii) after any rejection of this Agreement by or on behalf powers, and remedies of the Bankrupt Party, if not previously delivered non-bankrupt Party as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 herein are in addition to and not in substitution of for any and all other rights, powers, powers and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation now or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by hereafter existing at law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property or in equity (including all embodiments thereofthe Bankruptcy Laws) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event of the commencement of a case by or against a Party under the Bankruptcy Laws. In particular, it is the intention and understanding of the Parties to this Agreement that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything rights granted to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS Parties under this Agreement without being required Section 13.8 (Termination for Insolvency) are essential to consult with Ambrx before taking any such actions, provided the Parties’ respective businesses and the Parties acknowledge that such actions damages are consistent with this Agreementnot an adequate remedy.

Rights in Bankruptcy. (a) All licenses and rights and to licenses granted under or pursuant to this Agreement by one the Bankrupt Party to the other Non-Bankrupt Party are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Bankruptcy Code (the “Title 11Bankruptcy Code”), licenses of rights to “intellectual property” as defined in Title 11, and, in under Section 101(35A) of the event Bankruptcy Code. The Parties agree that a case under Title 11 is commenced by or against either Party (the “Non-Bankrupt Party”), the other Party shall have as a licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the rights set forth in Section 365(n) Bankruptcy Code. The Parties further agree that upon commencement of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced bankruptcy proceeding by or against the Bankrupt PartyParty under the Bankruptcy Code, the other Non-Bankrupt Party shall will be entitled to a copy of any and complete duplicate of, or complete access to (as the Non-Bankrupt Party deems appropriate), all such intellectual property and all embodiments of such intellectual property, . Such intellectual property and the same, if not in the possession all embodiments of such other Party, shall intellectual property will be promptly delivered to it the Non-Bankrupt Party (ia) before this Agreement is rejected upon any such commencement of a bankruptcy proceeding and upon written request by or on behalf of the Non-Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (iib) after any if not delivered under (a) above, upon the rejection of this Agreement by or on behalf of the Bankrupt Party and upon written request by the Non-Bankrupt Party. The Bankrupt Party (in any capacity, if including debtor-in-possession) and its successors and assigns (including any trustee) agrees not previously delivered as provided under clause (i) above. All to interfere with the exercise by the Non-Bankrupt Party or its Affiliates of its rights and licenses to such intellectual property and such embodiments of the Parties under intellectual property in accordance with this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powersAgreement, and remedies that each agrees to assist the Non-Bankrupt Party and its Affiliates in obtaining such intellectual property and such embodiments of intellectual property in the possession or control of Third Parties as reasonably necessary or desirable for the Non-Bankrupt Party to exercise such rights and licenses in accordance with this Agreement. The foregoing provisions are without prejudice to any rights the Non-Bankrupt Party may have arising under this Agreement, Title 11, and any the Bankruptcy Code or other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. 11.7.1 The Parties intend to take advantage of the protections of Section 365(n) (aor any successor provision) of the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction to the maximum extent permitted by Applicable Law. All rights and licenses granted under or pursuant to this Agreement by one Party Agreement, but only to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), extent they constitute licenses of rights a right to “intellectual property” as defined in Title 11Section 101 of the U.S. Bankruptcy Code or in any analogous provisions in any other country or jurisdiction (as the case may be) shall be deemed to be “intellectual property” for the purposes of Section 365(n) or any analogous provisions in any other country or jurisdiction (as the case may be). The Parties shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, and, in including the right to obtain the intellectual property from another entity. 11.7.2 In the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party (under the “Bankrupt Party”)U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 that is not subject to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party proceeding shall be entitled to a copy complete duplicate of any and (or complete access to, as appropriate) all such intellectual property and (including all embodiments of such intellectual property), and the samewhich, if not already in the possession of such other non-subject Party’s possession, shall be promptly delivered to it upon the non-subject Party’s written request (i) before this Agreement is rejected by or on behalf upon commencement of the Bankrupt Party, within thirty (30) days after the other Party’s written requesta bankruptcy proceeding, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days Party subject to continue such proceeding continues to perform all of its obligations under this Agreement, or (ii) after any if not delivered pursuant to clause (i) above because the subject Party continues to perform, upon the rejection of this Agreement by or on behalf of the Bankrupt subject Party, if not previously delivered as provided under clause (i) above. All rights of . 11.7.3 Unless and until the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each subject Party may have under rejects this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt the subject Party shall have perform this Agreement or provide the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereofof such intellectual property) to the non-subject Party, and shall not interfere with the rights of the non-subject Party to such intellectual property, including the right to obtain the intellectual property from another entity. 11.7.4 The Parties acknowledge and agree that payments made under Section 6.2, 6.3 or 6.4 are not intended to be and shall not (i) constitute royalties within the meaning of Section 365(n) of the Bankrupt Party U.S. Bankruptcy Code or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, analogous provisions in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and any other country or jurisdiction or (ii) the right relate to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any licenses of intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11hereunder. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted to Licensee or any of its Affiliates under or pursuant to this Agreement by one Party are intended to the other arebe, and will be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code Code, as amended from time to time (the “Title 11Bankruptcy Code”), licenses of rights to “intellectual property” as defined in Title 11under Section 101 of the Bankruptcy Code. The Parties agree that Licensee, and, any of its Affiliates or its or its Affiliates’ sublicensees will retain and may fully exercise all of their respective rights and elections as licensees of intellectual property in the event that any case is commenced with respect to Licensor or any of its Affiliates under the Bankruptcy Code (whether a plenary case or an ancillary case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all Chapter 15 of the rights set forth in Section 365(n) Bankruptcy Code). The Parties further agree and acknowledge that enforcement by Licensee, any of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable its Affiliates or its or its Affiliates’ sublicensees of all such intellectual property. Without limiting the Parties’ any of their respective rights under Section 365(n) of Title 11the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right to object on such basis. If Licensor, if the Additional Parties or any of their respective controlled Affiliates commence a case under Title 11 is the Bankruptcy Code after the Agreement Date or otherwise become the subject of a case under the Bankruptcy Code commenced by after the Agreement Date, voluntarily or against involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankrupt Bankruptcy Code (such entity, a “Filing Party”), the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt PartyLicensee, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform Affiliates and its and its Affiliates’ sublicensees shall have all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as rights provided under clause (i) above. All rights of the Parties under this Section 17.3 and for under Section 365(n) of Title 11 the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) and (ii) in addition to and not in substitution lieu of any and all other rights, powers, and remedies that each Party right or remedy Licensee or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this AgreementAgreement or Section 365(n) of the Bankruptcy Code, Title 11, and any other Applicable Law. The nonthe Non-Bankrupt Filing Party shall have the right to perform obtain, and the obligations Filing Party or any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance all embodiments held by the nonFiling Party of any Intellectual Property rights licensed to the Non-Bankrupt Filing Party under or pursuant to this Agreement, including such embodiments necessary for the Non-Filing Party to exercise its rights hereunder. In addition, the Filing Party shall release take all steps reasonably requested by the Bankrupt Non-Filing Party from any such obligation to perfect, exercise and enforce its rights hereunder, including filings in the USPTO, U.S. Copyright Office or liability for failing to perform itother similar Governmental Entity, and under the Uniform Commercial Code. (b) The To the extent any license of rights under or pursuant to this Agreement does not constitute a license to “intellectual property” as defined under Section 101 of the Bankruptcy Code (such licensed property, “Specified IP”), each of Licensor, the Additional Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions their respective controlled Affiliates, in its position of applicable contracts with Third Partieslicensor hereunder, including for purposes of Title 11, hereby acknowledges and agrees that: (i) the right of access this Agreement is a material inducement to any intellectual property (including all embodiments thereof) U.S. Licensee and Designated Countries Licensee paying Licensor their respective portions of the Bankrupt Party or any Third Party Upfront Fee and the Royalty Consideration pursuant to this Agreement and Licensee relying on this Agreement in connection with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval its business and manufacture of Products and investment planning; (ii) this Agreement is not an executory contract and does not contain any material, ongoing obligations on Licensee, any of its Affiliates or its or its Affiliates’ sublicensees relevant to the right standard governing executory contracts; (iii) the Parties hereby acknowledge and agree that (A) any Specified IP is closely related to contract directly with any Third Party described in the other Licensed Intellectual Property that constitutes “intellectual property” as defined under Section 101 of the Bankruptcy Code and (iB) in the event Licensee, any of its Affiliates or its or its Affiliates’ sublicensees were to lose their rights in and to any Specified IP included in the Licensed Intellectual Property, irreparable damage would occur to Licensee or such Affiliate or sublicensee for which monetary damages alone could not provide sufficient remedy to Licensee or such Affiliate or sublicensee; accordingly, Licensor and the Additional Parties (and any debtor-in-possession or trustee or foreign representative of the business of Licensor or the Additional Parties, as applicable) cannot and shall not attempt to reject this sentence to complete the contracted work. (c) Any intellectual property provided Agreement pursuant to Section 365 of the provisions Bankruptcy Code or any foreign equivalent; and (iv) in the event Licensor or any of this Section 17.3 shall be subject the Additional Parties (or any debtor-in-possession or trustee or foreign representative of the business of Licensor or such Additional Party, as applicable) does seek to the licenses set forth elsewhere in reject this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx relief is granted, (A) the rejection shall be treated merely as breach of the contract and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9not its avoidance, in the event that Ambrx is the Bankrupt Partyrescission, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.termination,

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party are, and shall otherwise be deemed to the other arebe, for all purposes of Section 365(n) of Title 11 the United States Bankruptcy Code and of any similar or analogous provisions of applicable Laws outside of the United States Code (the “Title 11Bankruptcy Code”), licenses of and rights to “intellectual property” as defined in Title 11under Section 101(35A) of the U.S. Bankruptcy Code. Each Party agrees that the other Party, andas licensee of such rights under this Agreement, in shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. In the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party under the Bankruptcy Code (the “Bankrupt Insolvent Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and Know-How licensed to such Party under this Agreement and held by such first Party and its successors and assigns (and all embodiments of such intellectual propertyproperty and Know-How), provided that, a Party shall not be required to provide any duplicate copies and embodiments of such intellectual property or Know-How to the sameother Party so long it has already provided such intellectual property and Know-How it is required to provide to under this Agreement, and, if not already in the possession of such other Partyits possession, shall be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Party’s a bankruptcy proceeding upon its written requestrequest therefore, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue Insolvent Party continues to perform all of its obligations under this Agreement, or (iib) after any if not delivered or granted under (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Insolvent Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance upon written request therefore by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt other Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses and sublicenses granted under or pursuant to this Agreement by one a Party to the other are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States U.S. Bankruptcy Code (“Title 11”or comparable provisions of laws of other jurisdictions), licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code (or comparable provisions of laws of other jurisdictions). The Parties agree that the Parties, andas licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code (and comparable laws of other jurisdictions). The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code (the “Bankrupt Party”and comparable laws of other jurisdictions), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 that is not a party to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall proceeding will be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the same, if not already in the possession of such other Partytheir possession, shall will be promptly delivered to it them (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Party’s a bankruptcy proceeding upon their written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party subject to such proceeding elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (iib) after any if not delivered under subsection (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the non-subject Party. All rights, if not previously delivered powers and remedies granted hereunder to a Party as a licensee of any intellectual property rights as provided under clause (i) above. All rights of the Parties under in this Section 17.3 and under Section 365(n) of Title 11 14.7 are in addition to and not in substitution of for any and all other rights, powers, powers and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation now or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by hereafter existing at law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9equity, in the event that Ambrx is of the Bankrupt commencement of a Bankruptcy case by or against the granting Party under Applicable Law, and the licensee Party, BMS in addition to the rights, powers and remedies expressly provided herein, shall be entitled to exercise all other such rights and powers and resort to all other such remedies as may take appropriate actions now or hereafter exist at law or in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any equity in such actions, provided that such actions are consistent with this Agreementevent.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Lxxxx and Licensee are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n(a) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefore, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any if not delivered under clause (i), following the rejection of this Agreement by or on behalf of the Bankrupt Party upon written request therefore by the other Party, if not previously delivered as provided under clause ; and (ib) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have not unreasonably interfere with the right other Party’s rights to perform intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the obligations other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property include all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Product, filings with Regulatory Authorities and related rights and Licensed Know-How in the case that Lxxxx is the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the nonand Licensee Know-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, How in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx Licensee is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States U.S. Bankruptcy Code (“Title 11”), licenses of rights to “intellectual property” as defined in Section 101 of Title 11. Each Party agrees that the other Party, andas a licensee of intellectual property under this Agreement, in will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. In the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall will have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ Party’s rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the Parties further agree that, in the event of a rejection of this Agreement by either Party (for purposes of this Section 14.5.2 (Rights in Bankruptcy), the “licensor”) in any bankruptcy proceeding by or against the licensor under the U.S. Bankruptcy Code, (a) the other Party shall (for purposes of this Section 14.5.2 (Rights in Bankruptcy), the “licensee”) will be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Partylicensee’s possession, shall will be promptly delivered to it (i) before this Agreement is rejected by or on behalf of upon the Bankrupt Party, within thirty (30) days after the other Partylicensee’s written requestrequest therefor and (b) Morphic will not interfere with Xxxxxxx’x rights to intellectual property and all embodiments of intellectual property, unless the Bankrupt Partyand will assist and not interfere with Xxxxxxx in obtaining intellectual property and all embodiments of intellectual property from another entity. The term “embodiments” of intellectual property includes all tangible, intangible, electronic or its trustee or receiverother embodiments of rights and licenses hereunder, elects within thirty (30) days to continue to perform including all of its obligations under this Agreementcompounds and products embodying intellectual property, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt PartyCompounds, if not previously delivered as provided under clause (i) aboveProducts, regulatory filings and related rights, and technology. All rights of the Parties under this Section 17.3 14.5.2 (Rights in Bankruptcy) and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, powers and remedies that each Party may have under this Agreement, Title 11, 11 and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) The occurrence of an Insolvency Event with respect to Zosano, will not, in itself, impact either Party’s license rights under this Agreement, or adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by one either Party to the other Party are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code (the “Bankrupt Subject Party”), the other Party shall have all of (the rights set forth in Section 365(n“Non-subject Party”) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it the Non-subject Party (i) before this Agreement is rejected by or on behalf upon any such commencement of a bankruptcy proceeding upon the Bankrupt Party, within thirty (30) days after the other Non-subject Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Subject Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Bankrupt Subject Party upon written request therefor by the Non-subject Party, if not previously delivered as provided under clause (i) above. All rights Lilly agrees that in consideration of the Parties rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder Agreement by Lilly with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release exercise of its rights under the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under license granted in this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the . The provisions of this Section 17.3 shall be subject 9.5.8 are without prejudice to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11any rights that either Party may have arising under any applicable insolvency statute or other applicable law. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days [*] after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days [*] to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to The Parties agree that this Agreement by one Party to the other are, for all purposes of constitutes an executory contract under Section 365(n) of Title 11 365 of the United States Code (“Title 11”), licenses for the license of rights to “intellectual property” as defined under Section 101 of the Code and constitutes a license of “intellectual property” for purposes of any similar laws in Title 11any other country in the Territory. The Parties further agree that Novartis, andas licensee of such rights under this Agreement, will retain and may fully exercise all of its protections, rights and elections under the Code, including, but not limited to, Section 365(n) of the Code, and any similar laws in any other country in the Territory. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party (Enanta under the “Bankrupt Party”)Code and any similar laws in any other country in the Territory, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall Novartis will be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual propertyproperty to the extent included in the license grants hereunder and Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. 40 reasonably related to the practice of such license, and the same, if not already in the possession of such other Partyits possession, shall will be promptly delivered to it it: (i) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Party’s a bankruptcy proceeding upon its written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Enanta elects within thirty (30) days to continue to perform all of its obligations under this Agreement, ; or (ii) after any if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Bankrupt PartyEnanta upon written request therefor by Novartis. (b) All rights, if not previously delivered as powers and remedies of Novartis provided under clause (i) above. All rights of the Parties under for in this Section 17.3 and under Section 365(n) of Title 11 15.5 are in addition to and not in substitution of for any and all other rights, powers, powers and remedies that each Party may have now or hereafter existing at law or in equity (including, without limitation, under this Agreement, Title 11, the Code and any similar laws in any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, country in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) Territory). In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect of an Insolvency Event in relation to intellectual property that will be sublicensed to BMS hereunderEnanta, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party Novartis, in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything addition to the contrary rights, power and remedies expressly provided herein, shall be entitled to exercise all other such rights and powers and resort to all other such remedies as may now or hereafter exist at law or in Article 9equity (including, in without limitation, under the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this AgreementCode).

Rights in Bankruptcy. (a) The Parties intend to take advantage of the protections of Section 365(n) (or any successor provision) of the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction to the maximum extent permitted by Applicable Law. All rights and licenses granted under or pursuant to this Agreement by one Party Agreement, but only to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), extent they constitute licenses of rights a right to “intellectual property” as defined in Title 11Section 101 of the U.S. Bankruptcy Code or in any analogous provisions in any other country or jurisdiction (as the case may be) shall be deemed to be “intellectual property” for the purposes of Section 365(n) or any analogous provisions in any other country or jurisdiction (as the case may be). The Parties shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, and, in including the right to obtain the intellectual property from another entity. (b) In the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party (under the “Bankrupt Party”)U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 that is not subject to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party proceeding shall be entitled to a copy complete duplicate of any and (or complete access to, as appropriate) all such intellectual property and (including all embodiments of such intellectual property), and the samewhich, if not already in the possession of such other non-subject Party’s possession, shall be promptly delivered to it upon the non-subject Party’s written request (i) before this Agreement is rejected by or on behalf upon commencement of the Bankrupt Party, within thirty (30) days after the other Party’s written requesta bankruptcy proceeding, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days Party subject to continue such proceeding continues to perform all of its obligations under this Agreement, or (ii) after any if not delivered pursuant to clause (i) above because the subject Party continues to perform, upon the rejection of this Agreement by or on behalf of the Bankrupt subject Party, if not previously delivered as provided under clause . (ic) above. All rights of Unless and until the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each subject Party may have under rejects this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt the subject Party shall have perform this Agreement or provide the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereofof such intellectual property) to the non-subject Party, and shall not interfere with the rights of the Bankrupt non-subject Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreementsuch intellectual property, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) including the right to contract directly with any Third Party described in (i) in this sentence to complete obtain the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11from another entity. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States U.S. Code and other similar laws in any jurisdiction outside the U.S. (collectively, the “Title 11Bankruptcy Laws”), licenses of rights to “intellectual property” as defined in Title 11, and, in under the event that Bankruptcy Laws. Upon the occurrence of any Insolvency Event with respect to a case under Title 11 is commenced by or against either Party (the “Bankrupt Insolvent Party”), the Insolvent Party agrees that the other Party (the “Non-Insolvent Party”), as licensee of such rights under this Agreement, shall have retain and may fully exercise all of its rights and elections under the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted therebyBankruptcy Laws. During Each Party shall, during the Term, each Party shall create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent practicable feasible, of all such intellectual property. Without limiting Each Party agrees and acknowledges that “embodiments” of intellectual property within the Parties’ rights under meaning of Section 365(n) of Title 11include, if without limitation, laboratory notebooks, cell lines, product samples and inventory, research studies and data, Regulatory Approvals and Regulatory Materials, in each case to the extent related to the Products. If (i) a case under Title 11 is commenced during the Term by or against a Party under the Bankrupt Bankruptcy Laws, (ii) this Agreement is rejected as provided for under the Bankruptcy Laws, and (iii) the Non-Insolvent Party elects to retain its rights hereunder as provided for under the Bankruptcy Laws, then the Insolvent Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee), shall (x) provide to the Non-Insolvent Party immediately upon the Non-Insolvent Party, the other Party shall be entitled to a copy ’s written request copies of any and all such intellectual property (including embodiments thereof) held by the Insolvent Party and all embodiments of such intellectual propertysuccessors and assigns, or otherwise available to them, and (y) not interfere with the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Non-Insolvent Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations rights under this Agreement, or any related agreements between the Parties, to such intellectual property (iiincluding such embodiments), including any right to obtain such intellectual property (or such embodiments) after from another entity, to the extent provided in the Bankruptcy Laws. Whenever the Insolvent Party or any rejection of this Agreement by its successors or on behalf assigns provides to the Non-Insolvent Party any of the Bankrupt Party, if not previously delivered as provided under clause intellectual property licensed hereunder (ior any embodiment thereof) above. All rights of the Parties under pursuant to this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights15.13, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The nonthe Non-Bankrupt Insolvent Party shall have the right to perform the Insolvent Party’s obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the nonNon-Bankrupt Insolvent Party shall release the Bankrupt Insolvent Party from any such obligation liability resulting from rejection of the license or liability for failing the failure to perform it. such obligations. All rights, powers and remedies of the Non-Insolvent Party as provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (bincluding the Bankruptcy Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws. In particular, it is the intention and understanding of the Parties that the rights granted to the Parties under this Section 15.13 are essential to the Parties’ respective businesses and the Parties acknowledge that damages are not an adequate remedy. The Parties agree that they intend the foregoing non-Bankrupt Party following rights to extend to the maximum extent permitted by law applicable Laws, and any provisions of applicable contracts with Third Parties, including for purposes to be enforceable under Section 365(n) of Title 11, 11 of the U.S. Code: (iA) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party Insolvent Party, or any Third Party with whom the Bankrupt Insolvent Party contracts to perform an obligation of the Bankrupt Insolvent Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval Manufacture and manufacture Commercialization of Products Products; and (iiB) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted workwork upon failure of the Insolvent Party to comply with its applicable obligations. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights The Parties acknowledge and agree that all licenses granted under or pursuant to this Agreement, including without limitation, the licenses granted under Sections 2.2.1, 6.4.2 and 10.7, and all other rights granted under or pursuant to this Agreement by one Party are and shall otherwise be deemed to the other arebe, for all purposes of Section 365(n) of Title 11 of the United States Bankruptcy Code (the “Title 11Bankruptcy Code”) (or analogous foreign provisions), licenses of rights to “intellectual property” as defined in Title 11under Section 101(35A) of the Bankruptcy Code (or analogous foreign provisions), and, and that this Agreement is an executory contract governed by Section 365(n) of the Bankruptcy Code (or analogous foreign provisions) in the event that a case under Title 11 bankruptcy proceeding is commenced by or against involving either Party. Each Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby* CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual propertyCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual propertyproperty of the bankrupt Party, and the samewhich, if not already in the possession of such other non-bankrupt Party’s possession, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf upon the commencement of a bankruptcy proceeding involving the Bankrupt Party, within thirty (30) days after bankrupt Party upon the other non-bankrupt Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, bankrupt Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights , following the rejection of this Agreement by the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each bankrupt Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance upon written request therefor by the non-Bankrupt bankrupt Party. As the licensee of such rights hereunder, the non-bankrupt Party shall release retain and may fully exercise all of its rights and elections under the Bankrupt Party from any such obligation or liability for failing to perform it. (b) Bankruptcy Code. The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject 15.13 are without prejudice to any rights the licenses set forth elsewhere in this Agreement and Parties may have arising under the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11Bankruptcy Code or other Applicable Laws. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) The occurrence of an Insolvency Event with respect to Xxxxxx, will not, in itself, impact either Party’s license rights under this Agreement, nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by one either Party to the other Party are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code (the “Bankrupt PartyParty subject to such proceeding”), the other Party shall have all of (the rights set forth in Section 365(n“non-subject Party”) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it the non-subject Party (i) before this Agreement is rejected by or on behalf upon any such commencement of a bankruptcy proceeding upon the Bankrupt Party, within thirty (30) days after the other non-subject Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party subject to such proceeding elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect subject to such intellectual property, but neither such provision nor such performance proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, andsubject Party. In addition, in the case event the trustee (or similar person) rejects this Agreement during a Zosano Insolvency Event, then the license granted by Novo Nordisk to Zosano under Section 2.3(a) shall automatically terminate. Novo Nordisk agrees that in consideration of the Third Party, rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which is necessary for would have been payable under this Agreement by Novo Nordisk with respect to the Development, Regulatory Approval and manufacture exercise of Products and (ii) its rights under the right to contract directly with any Third Party described in (i) license granted in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the Agreement. The provisions of this Section 17.3 shall be subject 13.7 are without prejudice to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11any rights that either Party may have arising under any applicable insolvency statute or other applicable law. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All The Parties agree that all licenses and rights and to licenses granted under or pursuant to this Agreement by one Party Regeneron or Kiniksa are and shall otherwise be deemed to the other arebe, for all purposes of Section 365(n) of Title 11 the Bankruptcy Code or any analogous provisions in any other country or jurisdiction, including any Patent Rights in any country of a Party covered by the United States Code (“Title 11”)license grants under this Agreement, licenses of rights to “intellectual property” as defined under Section 101(35(A)) of the U.S. Bankruptcy Code subject to the protections afforded the non-bankrupt Party under Section 365(n) of the Bankruptcy Code, and any similar law or regulation in Title 11any other country. The Parties agree that the Parties, andas 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 any analogous provisions in any other country or jurisdiction. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party (under the “Bankrupt Party”)U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 hereto that is not a Party to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party proceeding shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other non-subject Party’s possession, shall be promptly delivered to it (iand such access shall be provided promptly) before this Agreement is rejected by or on behalf (a) upon any such commencement of a bankruptcy proceeding upon the Bankrupt Party, within thirty (30) days after the other non-subject Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party subject to such proceeding elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (iib) after any if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect subject to such intellectual property, but neither such provision nor such performance proceeding upon written request therefor by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, licenses of rights to “intellectual property” as defined in Title 11under Section 101 of the United States Bankruptcy Code. The Parties agree that the Parties, andas licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (under the “Bankrupt Party”)United States Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 hereto that is not a Party to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall proceeding will be entitled to a copy complete duplicate of (or complete access to, as Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other non-subject Party’s possession, shall will be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of a bankruptcy proceeding upon the Bankrupt Party, within thirty (30) days after the other non-subject Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party subject to such proceeding elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iib) after any if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect subject to such intellectual property, but neither such provision nor such performance proceeding upon written request therefor by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Medivation and Astellas are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”), ) under the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt PartyU.S. Bankruptcy Code, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iib) after any if not delivered under clause (a), following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder upon written request therefor by the other Party. The Parties acknowledge and agree that of the milestones and royalties to be paid pursuant to Article 9, only the sales milestones contained in Section 9.5 and the royalties contained in Section 9.6 shall constitute royalties within the meaning of Bankruptcy Code § 365(n) with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions licenses of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted workhereunder. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, licenses of rights to “intellectual property” as defined in Title 11the Bankruptcy Code, and, in the event that a case under Title 11 the Bankruptcy Code is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11), if a case under Title 11 the Bankruptcy Code is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) [* * *] days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) [* * *] days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 15.2 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party party may have under this Agreement, Title 11the Bankruptcy Code, and any other Applicable Lawapplicable Laws. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11the Bankruptcy Code, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture Manufacture of Licensed Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 15.2 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11the Bankruptcy Code. (d) In The Parties intend that the event that after foreign equivalents to the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from Bankruptcy Code and Section 365(n) thereunder in any such Third Party country in the event Territory shall be construed in a manner to give effect to as close to the same substantive outcome that could possibly be effected to the full extent that the Laws in such license agreement between Ambrx and jurisdiction permit the non-Bankrupt Party to effect such Third Party is terminated during outcome consistent with the Term solely on account effect of Ambrx becoming a Bankrupt Partyunder Section 365(n) in the United States. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx Virobay is the Bankrupt Party, BMS XXX may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Virobay Patent rights licensed or assigned to BMS XXX under this Agreement without being required to consult with Ambrx Virobay before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other LP and OV are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, licenses of rights to “intellectual property” as defined in Title 11under Section 101 of the United States Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”), ) under the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt PartyUnited States Bankruptcy Code, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iib) after any if not delivered under clause (a), following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance upon written request therefor by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) other Party. The Parties acknowledge and agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 11.9 shall be subject not apply to the licenses set forth elsewhere in extent that (1) the bankruptcy proceeding contemplated hereunder is initiated by the other Party or (2) OV terminates this Agreement and the payment obligations of this Agreement, which shall be deemed pursuant to be royalties for purposes of Title 11Section 11.6. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses (collectively, the “Intellectual Property”) granted under or pursuant to this Agreement by one Party Agreement, including all rights and licenses to use improvements or enhancements developed during the other areTerm, are intended to be, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Bankruptcy Code (the “Title 11Bankruptcy Code”)) or any analogous provisions in any other country or jurisdiction, licenses of rights to “intellectual property” as defined under Section 101(35A) of the Bankruptcy Code. The Parties agree that the licensee of such Intellectual Property under this Agreement shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code, including Section 365(n) of the Bankruptcy Code, or any analogous provisions in Title 11, and, any other country or jurisdiction. All of the rights granted to either Party under this Agreement shall be deemed to exist immediately before the occurrence of any bankruptcy case in which the event that other Party is the debtor. If a case under Title 11 bankruptcy proceeding is commenced by or against either Party (under the “Bankrupt Party”)Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other non-debtor Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property Intellectual Property and all embodiments of such intellectual propertyIntellectual Property, and the samewhich, if not already in the possession of such other non-debtor Party’s possession, shall be promptly delivered to it (i) before this Agreement the non- debtor Party within [***] Business Days of such request; provided, that the debtor Party is rejected by or on behalf of excused from its obligation to deliver the Bankrupt Party, within thirty (30) days after Intellectual Property to the other Party’s written request, unless extent the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue debtor Party continues to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of and the Bankrupt Party, if Agreement has not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided been rejected pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere Bankruptcy Code or any analogous provision in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11any other country or jurisdiction. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Principia and Sanofi are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code, (a) the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall will be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall will be promptly delivered to it (ix) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iiy) after any if not delivered under clause (x), following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder upon written request therefor by the other Party and (b) the Bankrupt Party will not interfere with respect the other Party’s rights to such intellectual property and all embodiments of intellectual property, but neither such provision nor such performance by and will assist and not interfere with the nonother Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Principia Know-Bankrupt Party shall release How in the case that Principia is the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing nonand Sanofi Know-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, How in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx Sanofi is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted to Licensee or any of its Affiliates under or pursuant to this Agreement by one Party are intended to the other arebe, and will be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code Code, as amended from time to time (the “Title 11Bankruptcy Code”), licenses of rights to “intellectual property” as defined in Title 11under Section 101 of the Bankruptcy Code. The Parties agree that Licensee, and, any of its Affiliates or its or its Affiliates’ sublicensees will retain and may fully exercise all of their respective rights and elections as licensees of intellectual property in the event that any case is commenced with respect to Licensor or any of its Affiliates under the Bankruptcy Code (whether a plenary case or an ancillary case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all Chapter 15 of the rights set forth in Section 365(n) Bankruptcy Code). The Parties further agree and acknowledge that enforcement by Licensee, any of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable its Affiliates or its or its Affiliates’ sublicensees of all such intellectual property. Without limiting the Parties’ any of their respective rights under Section 365(n) of Title 11the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waive any right to object on such basis. If Licensor, if the Additional Parties or any of their respective controlled Affiliates commence a case under Title 11 is the Bankruptcy Code after the Agreement Date or otherwise become the subject of a case under the Bankruptcy Code commenced by after the Agreement Date, voluntarily or against involuntarily and whether a plenary case or an ancillary case under Chapter 15 of the Bankrupt Bankruptcy Code (such entity, a “Filing Party”), the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt PartyLicensee, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform Affiliates and its and its Affiliates’ sublicensees shall have all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as rights provided under clause (i) above. All rights of the Parties under this Section 17.3 and for under Section 365(n) of Title 11 the Bankruptcy Code (and the Parties hereby agree and acknowledge that such rights are necessary to ensure that the interests of Licensee, and its Affiliates and its and its Affiliates’ sublicensees are “sufficiently protected” in the case of an ancillary case under Chapter 15 of the Bankruptcy Code) and (ii) in addition to and not in substitution lieu of any and all other rights, powers, and remedies that each Party right or remedy Licensee or any of its Affiliates or their respective sublicensees (the “Non-Filing Party”) may have under this AgreementAgreement or Section 365(n) of the Bankruptcy Code, Title 11, and any other Applicable Law. The nonthe Non-Bankrupt Filing Party shall have the right to perform obtain, and the obligations Filing Party or any trustee for the Filing Party or its assets shall, at the Non-Filing Party’s written request to the Filing Party, deliver a copy of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance all embodiments held by the nonFiling Party of any Intellectual Property rights licensed to the Non-Bankrupt Filing Party under or pursuant to this Agreement, including such embodiments necessary for the Non-Filing Party to exercise its rights hereunder. In addition, the Filing Party shall release take all steps reasonably requested by the Bankrupt Non-Filing Party from any such obligation to perfect, exercise and enforce its rights hereunder, including filings in the USPTO, U.S. Copyright Office or liability for failing to perform itother similar Governmental Entity, and under the Uniform Commercial Code. (b) The To the extent any license of rights under or pursuant to this Agreement does not constitute a license to “intellectual property” as defined under Section 101 of the Bankruptcy Code (such licensed property, “Specified IP”), each of Licensor, the Additional Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions their respective controlled Affiliates, in its position of applicable contracts with Third Partieslicensor hereunder, including for purposes of Title 11, hereby acknowledges and agrees that: (i) this Agreement is a material inducement to U.S. Licensee and Designated Countries Licensee paying Licensor their respective portions of the right Upfront Fee and the Royalty Consideration pursuant to this Agreement and Licensee relying on this Agreement in connection with its business and investment planning; (ii) this Agreement is not an executory contract and does not contain any material, ongoing obligations on Licensee, any of access its Affiliates or its or its Affiliates’ sublicensees relevant to the standard governing executory contracts; (iii) the Parties hereby acknowledge and agree that (A) any Specified IP is closely related to the other Licensed Intellectual Property that constitutes “intellectual property” as defined under Section 101 of the Bankruptcy Code and (B) in the event Licensee, any of its Affiliates or its or its Affiliates’ sublicensees were to lose their rights in and to any intellectual property Specified IP included in the Licensed Intellectual Property, irreparable damage would occur to Licensee or such Affiliate or sublicensee for which monetary damages alone could not provide sufficient remedy to Licensee or such Affiliate or sublicensee; accordingly, Licensor and the Additional Parties (including all embodiments thereofand any debtor-in-possession or trustee or foreign representative of the business of Licensor or the Additional Parties, as applicable) cannot and shall not attempt to reject this Agreement pursuant to Section 365 of the Bankruptcy Code or any foreign equivalent; and (iv) in the event Licensor or any of the Additional Parties (or any debtor-in-possession or trustee or foreign representative of the business of Licensor or such Additional Party, as applicable) does seek to reject this Agreement and in the event such relief is granted, (A) the rejection shall be treated merely as breach of the contract and not its avoidance, rescission, or termination, (B) such rejection shall not terminate Licensee’s right to use such license and shall have no effect upon the contract’s continued existence, (C) Licensee, any of its Affiliates or its or its Affiliates’ sublicensees may elect rights under Section 365(n) of the Bankrupt Party Bankruptcy Code or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreementforeign equivalent, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (iiD) the right to contract directly with Licensee, any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 its Affiliates or its or its Affiliates’ sublicensees shall be subject entitled to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed seek other equitable treatment relating to be royalties for purposes of Title 11such rejection. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Sanofi are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States U.S. Bankruptcy Code (“Title 11”)and any similar in any country other than the U.S., licenses of rights right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that Licensee, as licensee of such rights under this Agreement, shall retain and may fully exercise all of their rights, protections and elections under the U.S. Bankruptcy Code and any similar laws in Title 11any country other than the U.S. Each Party hereby acknowledges that: (a) copies of research data; (b) laboratory samples; (c) product samples and inventory; (d) formulas; (e) laboratory notes and notebooks; (f) data and results related to Clinical Trials; (g) regulatory filings and Marketing Approvals; (h) rights of reference in respect of regulatory filings and Marketing Approvals; (i) pre-clinical research data and results; (j) tangible Information and Invention; and (k) marketing, andadvertising, and promotional materials, in each case ((a) through (k)), that relate to such intellectual property, constitute “embodiments” of such intellectual property pursuant to Section 365(n) of the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party (Sanofi under the “Bankrupt Party”)U.S. Bankruptcy Code and any similar laws in any country other than the U.S., the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party Licensee shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other PartyLicensee’s possession, shall be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Partya bankruptcy proceeding upon Licensee’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Sanofi elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iib) after any if not delivered under (a) above, following the rejection of this Agreement by or on behalf of Sanofi upon written request therefor by Licensee. To the Bankrupt Partyextent available in countries other than the U.S., if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Applicable Law similar to Section 365(n) of Title 11 the U.S. Bankruptcy Code shall be applied so as to treat this Agreement as an executory contract. The provisions of this Section 12.6 (Rights in Bankruptcy) are in addition without prejudice to and not in substitution of any and all other rights, powers, and remedies that each Party rights Licensee may have arising under this Agreementthe U.S. Bankruptcy Code, Title 11laws of other jurisdictions governing insolvency and bankruptcy, and any or other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party following rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third PartiesApplicable Law, including for purposes of Title 11, the U.S. Bankruptcy Code and any similar laws in any country other than the U.S.: (ix) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party Sanofi, or any Third Party with whom the Bankrupt Party Sanofi contracts in accordance with this Agreement to perform an obligation of the Bankrupt Party Sanofi under this Agreement, and, in the case of the Third Party, Agreement which is necessary or useful for the Development, Regulatory Approval and manufacture Manufacture, or Commercialization of Products and any Licensed Compounds or Licensed Products; (iiy) the right to contract directly with any Third Party described in (ix) in this sentence to complete the contracted work. ; and (cz) Any intellectual property provided pursuant the right to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license cure any breach under any such agreement with a Third Party with respect and set off the costs thereof against amounts payable to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS Sanofi under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other ADT and Anchiano are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall will be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall will be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iib) after any if not delivered under clause (a), following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder upon written request therefor by the other Party. The Parties acknowledge and agree that of the milestones and royalties to be paid pursuant to Article 6, only the royalties contained in Section 6.4 will constitute royalties within the meaning of Bankruptcy Code § 365(n) with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions licenses of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted workhereunder. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All The Parties acknowledge that all rights and licenses granted under or pursuant to any Section of this Agreement by one Party to the other are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code and other similar foreign laws (collectively, the “Title 11Bankruptcy Code”), licenses of rights to be “intellectual property” as defined in Title 11, and, in under the event that Bankruptcy Code or such foreign laws. If a case under Title 11 is commenced during the Term by or against either Party (the “Bankrupt Party”)MSRx or its Affiliates under a Bankruptcy Code then, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create unless and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before until this Agreement is rejected by or on behalf of the Bankrupt Partyas provided in such Bankruptcy Code, within thirty MSRx (30in any capacity, including debtor-in-possession) days after the other Party’s written requestand its successors and assigns (including, unless the Bankrupt Partywithout limitation, or its trustee or receiver, elects within thirty (30a trustee) days to continue to shall perform all of the obligations provided in this Agreement to be performed by such Party. If a Bankruptcy Code case is commenced during the Term by or against MSRx, this Agreement is rejected as provided in the Bankruptcy Code and Galena elects to retain its obligations rights hereunder as provided in the Bankruptcy Code, then MSRx, subject to the Bankruptcy Code case (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, a Title 11 trustee), shall provide to Galena copies of all information necessary for Galena to prosecute, maintain and enjoy its license under this Agreement, or (ii) after any rejection the MSRx IP under the terms of this Agreement held by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) aboveMSRx and such successors and assigns promptly upon Galena’s written request therefor. All rights rights, powers and remedies of the Parties under this Section 17.3 and under Section 365(n) of Title 11 Galena, as a licensee hereunder, provided herein are in addition to and not in substitution of for any and all other rights, powers, powers and remedies that each Party may have under this Agreementnow or hereafter existing at law or in equity (including, Title 11without limitation, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (bBankruptcy Code) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during of the Term solely on account commencement of Ambrx becoming a Bankrupt PartyBankruptcy Code case by or against MSRx. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States US Bankruptcy Code (the “Title 11Code”)) and any similar laws in any other country in the Territory, licenses of rights to “intellectual property” as defined under Section 101 of the Code. The Parties agree that Novartis, as licensee of such rights under this Agreement, will retain and may fully exercise all of its protections, rights and elections under the Code and any similar laws in Title 11, andany other country in the Territory. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party (any Quark under the “Bankrupt Party”)Code and any similar laws in any other country in the Territory, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall Novartis will be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the same, if not already in the possession of such other Partyits possession, shall will be promptly delivered to it (i) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Party’s a bankruptcy proceeding upon its written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Quark elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any if not delivered under (i) above, upon written request therefor by Novartis following the rejection of this Agreement by or on behalf of the Bankrupt PartyQuark. (b) All rights, if not previously delivered as powers and remedies of Novartis provided under clause (i) above. All rights of the Parties under for in this Section 17.3 and under Section 365(n) of Title 11 12.6 are in addition to and not in substitution of for any and all other rights, powers, powers and remedies that each Party may have now or hereafter existing at law or in equity (including, without limitation, under this Agreement, Title 11, the Code and any similar laws in any other Applicable Lawcountry in the Territory). The non-Bankrupt Party shall have In the right to perform the obligations event of the Bankrupt Party hereunder with respect Bankruptcy of Quark, Novartis, in addition to the rights, power and remedies expressly provided herein, shall be entitled to exercise all other such intellectual propertyrights and powers and resort to all other such remedies as may now or hereafter exist at law or in equity (including, but neither such provision nor such performance by without limitation, under the non-Bankrupt Party shall release Code and any similar laws in any other country in the Bankrupt Party from any such obligation or liability for failing to perform it. (b) Territory). The Parties agree that they intend the foregoing non-Bankrupt Party following Novartis rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Partieslaw, including including, without limitation, for purposes of Title 11, the Code and any similar laws in any other country in the Territory: (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party Quark, or any Third Party with whom the Bankrupt Party Quark contracts to perform an obligation of the Bankrupt Party Quark under this Agreement, and, in the case of the Third Party, Agreement which is necessary for the Development, Regulatory Approval and registration, manufacture and/or Commercialization of Products and in the Territory; (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. , and (ciii) Any intellectual property provided pursuant the right to the provisions cure any breach of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license or default under any such agreement with a Third Party with respect and set off the costs thereof against amounts payable to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS Quark under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All To the extent permitted under applicable Law, all rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 14.2 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party party may have under this Agreement, Title 11, and any other Applicable Lawapplicable Laws. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Licensed Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 14.2 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to 3.3.1 The Parties agree that this Agreement by one Party to the other are, for all purposes of constitutes an executory contract under Section 365(n) of Title 11 365 of the United States Code Bankruptcy Code, 11 U.S.C. §§ 101 et seq. (the “Title 11Bankruptcy Code”), licenses ) for the license of rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code and constitutes a license of “intellectual property” for purposes of any similar laws in Title 11any other country in the Territory. The Parties further agree that Novartis, andas licensee of such rights under this Agreement, will retain and may fully exercise all of its protections, rights and elections under the Bankruptcy Code, including, but not limited to, Section 365 (n) of the Bankruptcy Code, and any similar laws in any other country in the Territory. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party (XOMA under the “Bankrupt Party”)Bankruptcy Code and any similar laws in any other country in the Territory, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall Novartis will be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the same, if not already in the possession of such other Partyits possession, shall will be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Party’s a bankruptcy proceeding upon its written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, XOMA elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (iib) after any if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Bankrupt PartyXOMA upon written request therefor by Novartis. 3.3.2 All rights, if not previously delivered as powers and remedies of Novartis provided under clause (i) above. All rights of the Parties under for in this Section 17.3 and under Section 365(n) of Title 11 3.3 are in addition to and not in substitution of for any and all other rights, powers, powers and remedies that each Party may have now or hereafter existing at law or in equity (including under this Agreement, Title 11, the Bankruptcy Code and any similar laws in any other Applicable Lawcountry in the Territory). The non-Bankrupt Party Novartis, in addition to the rights, power and remedies expressly provided herein, shall have be entitled to exercise all other such rights and powers and resort to all other such remedies as may now or hereafter exist at law or in equity (including under the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) Bankruptcy Code). The Parties agree that they intend the foregoing non-Bankrupt Party following Novartis rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Partieslaw, including for purposes of Title 11, the Bankruptcy Code: (ia) the right of access to any intellectual property XOMA IP (including all embodiments thereof) of the Bankrupt Party ), or any Third Party with whom the Bankrupt Party XOMA contracts to perform an obligation of the Bankrupt Party XOMA under this Agreement, and, in the case of the Third Party, Agreement which is necessary for the Development, Regulatory Approval and registration, manufacture and/or Commercialization of Products and in the Territory; (iib) the right to contract directly with any Third Party described in (ia) in this sentence to complete the contracted work. ; and (c) Any intellectual property provided pursuant the right to the provisions cure any breach of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license or default under any such agreement with a Third Party with respect and set off the costs thereof against amounts payable to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS XOMA under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted by Senomyx to Firmenich under or pursuant to this Agreement by one Party to the other are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code and other similar laws in any jurisdiction outside the US (collectively, the “Title 11Bankruptcy Code”), licenses of rights to “intellectual property” as defined in Title 11, and, in under the event that Bankruptcy Code. If a case under Title 11 is commenced during the Term by or against either Party (the “Bankrupt Party”)Senomyx under Bankruptcy Code then, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create unless and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before until this Agreement is rejected by or on behalf of the Bankrupt Partyas provided in such Bankruptcy Code, within thirty Senomyx (30in any capacity, including debtor-in-possession) days after the other Party’s written request, unless the Bankrupt Party, or and its trustee or receiver, elects within thirty successors and assigns (30including a trustee) days to continue to shall perform all of the obligations provided in this Agreement to be performed by Senomyx. If a case is commenced during the Term by or against Senomyx under the Bankruptcy Code, this Agreement is rejected as provided in the Bankruptcy Code, and Firmenich elects to retain its obligations rights hereunder as provided in the Bankruptcy Code, then Senomyx (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee), shall provide to Firmenich copies of all information necessary for Firmenich to prosecute, maintain and enjoy its rights under this Agreement, or (ii) after any rejection the terms of this Agreement by or on behalf promptly upon Firmenich’s written request therefor. All rights, powers and remedies of the Bankrupt Party, if not previously delivered Firmenich as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 herein are in addition to and not in substitution of for any and all other rights, powers, powers and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation now or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by hereafter existing at law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property or in equity (including all embodiments thereofthe Bankruptcy Code) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during of the Term solely on account commencement of Ambrx becoming a Bankrupt Partycase by or against Senomyx under the Bankruptcy Code. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code and other similar laws in any jurisdiction where a Party is situated (collectively, the “Title 11Bankruptcy Laws”), licenses of rights to “intellectual property” as defined in Title 11, and, in under the event that Bankruptcy Laws. If a case under Title 11 is commenced during the Term by or against either a Party (the “Bankrupt Party”)under Bankruptcy Laws then, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create unless and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before until this Agreement is rejected as provided in such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession) and its successors and assigns (including, a trustee) shall perform all of the obligations provided in this Agreement to be performed by such Party. If a case is commenced during the Term by or on behalf against a Party under the Bankruptcy Laws, and this Agreement is rejected as provided in the Bankruptcy Laws and the other Party elects to retain its rights hereunder as provided in the Bankruptcy Laws, then the Party subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and its successors and assigns (including, a Title 11 trustee), shall provide to the other Party copies of all information necessary for such other Party to prosecute, maintain and enjoy its rights under the Bankrupt Party, within thirty (30) days after the terms of this Agreement promptly upon such other Party’s written requestrequest therefor. All rights, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf powers and remedies of the Bankrupt Party, if not previously delivered non-bankrupt Party as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 herein are in addition to and not in substitution of for any and all other rights, powers, powers and remedies that each Party may have under this Agreementnow or hereafter existing at law or in equity (including, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (bBankruptcy Laws) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event of the commencement of a case by or against a Party under the Bankruptcy Laws. It is the intention and understanding of the Parties to this Agreement that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything rights granted to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS Parties under this Agreement without being required Section 11.7 are essential to consult with Ambrx before taking any such actions, provided the Parties’ respective businesses and the Parties acknowledge that such actions damages are consistent with this Agreementnot an adequate remedy.

Rights in Bankruptcy. (a) All rights and licenses granted The Parties agree that the Agreement constitutes an executory contract under or pursuant to this Agreement by one Party to the other are, for all purposes Section 365 of Section 365(n) of Title Chapter 11 of the United States Code as amended (the “Title 11Code”), licenses ) for the license of rights to “intellectual property” as defined under Section 101 of the Code and constitutes a license of “intellectual property” for purposes of any similar applicable laws in Title 11, and, any other country in the event Territory. The Parties further agree that a case Pyxis, as licensee of such rights under Title 11 is commenced by or against either Party (the “Bankrupt Party”)Agreement, the other Party shall have retain and may fully exercise all of its protections, rights, and elections under the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the TermCode, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights including under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual propertyCode, and the same, if not any similar applicable laws in any other country in the possession Territory. (b) All rights, powers, and remedies of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as Pyxis provided under clause (i) above. All rights of the Parties under for in this Section 17.3 and under Section 365(n) of Title 11 10 are in addition to and not in substitution of for any and all other rights, powers, and remedies that each Party may have now or hereafter existing at law or in equity (including under this Agreement, Title 11, the Code and any similar applicable laws in any other Applicable Lawcountry in the Territory). The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party following Pyxis rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Partieslaw, including including, for purposes of Title 11the Code in the event of a bankruptcy case of LCB under the Code or any similar insolvency proceeding under any similar applicable laws, in each case subject to Pyxis’s election to retain its rights as a licensee under Section 365(n) of the Code (or such similar applicable laws) and the Agreement, including continuing payments as provided thereby or hereunder: (i) the right of a complete duplicate or access to to, as appropriate, any intellectual property LCB Product-Specific IP (including all embodiments thereof), or, if any such LCB Product-Specific IP (or embodiments thereof) of the Bankrupt Party or are not already in LCB’s possession, any Third Party with whom the Bankrupt Party LCB contracts to perform an obligation of LCB under the Bankrupt Party under this Agreement, and, in the case of the Third Party, Agreement which is necessary for the Development, Regulatory Approval and manufacture Exploitation of the Licensed Compounds or Licensed Products and in the Field in the Territory; (ii) the right to contract directly with any Third Party described in paragraph (i) in this sentence to complete the contracted work. ; and (ciii) Any intellectual property provided pursuant the right to the provisions cure any breach of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license LCB under any such agreement with a Third Party with respect if LCB becomes incapable of curing, or refuses in writing to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from cure any such Third Party breach and the right to set off or recoup the costs thereof against amounts payable to LCB under the Agreement. The Parties agree that this Section 10.3 (Rights in Bankruptcy) shall apply to LCB as if LCB were the event that such license agreement between Ambrx licensee and such Third Party is terminated during Pyxis were the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9licensor mutatis mutandis, in the event that Ambrx is of the Bankrupt Party, BMS may take appropriate actions bankruptcy of Pyxis and LCB and Pyxis are party to a license set forth in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this AgreementSection 10.4(d).

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ parties rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx Alder enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx Alder will use commercially reasonable efforts to enable BMS to concurrently enter arrangements with Alder and any such Third Party whereby BMS will receive a direct license from any such Third Party in the event that such license agreement between Ambrx Alder and such Third Party is terminated during the Term solely on account of Ambrx Alder becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx Alder is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Alder Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx Alder before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses of whatever type and nature granted under or pursuant to this Agreement by one Party to the other Licensor and Licensee are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code, and any equivalent law in Title 11the United States or any other country. The Parties agree that each Party, andsolely in its capacity as licensee of certain rights under this Agreement, hereby retains and has the right, but not the obligation, to exercise any or all of its rights and elections under the U.S. Bankruptcy Code and any equivalent law. This Section 14.7 is without prejudice to any rights that a Party may have under the Bankruptcy Code or other applicable law. The Parties further agree that, in the event that of the commencement of a bankruptcy case under Title 11 is commenced by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code, (a) the other Party shall have all of (the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the “Non-Bankrupt Party, the other Party ”) shall be entitled to a copy complete duplicate of any (or complete access to, as appropriate) all intellectual property licensed to the Non-Bankrupt Party hereunder and all embodiments of such intellectual property, which, if not already in the Non-Bankrupt Party’s possession, shall be promptly delivered to it (x) upon any such commencement of a bankruptcy case and upon the Non-Bankrupt Party’s written request therefore, unless the Bankrupt Party assumes this Agreement pursuant to Section 365 of the Bankruptcy Code or otherwise elects to continue to perform all of its obligations under this Agreement or (y) if not delivered under clause (x), following the rejection of this Agreement by the Bankrupt Party under Section 365 of the Bankruptcy Code and upon the Non-Bankrupt Party’s written request therefore and (b) the Bankrupt Party shall not interfere with the Non-Bankrupt Party’s rights to such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered use Commercially Reasonable Efforts to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to assist and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The noninterfere with the Non-Bankrupt Party shall have in obtaining such intellectual property and all embodiments of such intellectual property from all other entities. The “embodiments” of intellectual property include all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Product, filings with Regulatory Authorities and related rights and Licensor Know-How in the right to perform the obligations of case that Licensor is the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the nonand Licensee Know-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, How in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx Licensee is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to The Parties agree that this Agreement by one Party to the other are, for all purposes of constitutes an executory contract under Section 365(n) of Title 11 365 of the United States Code (“Title 11”), licenses for the license of rights to “intellectual property” as defined under Section 101 of the Code and constitutes a license of “intellectual property” for purposes of any similar laws in Title 11any other country in the Territory. The Parties further agree that Novartis, andas licensee of such rights under this Agreement, will retain and may fully exercise all of its protections, rights and elections under the Code, including Section 365(n) of the Code, and any similar laws in any other country in the Territory. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party (Licensor under the “Bankrupt Party”)Code and any similar laws in any other country in the Territory, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall Novartis will be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the same, if not already in the possession of such other Partyits possession, shall will be promptly delivered to it (i) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Party’s a bankruptcy proceeding upon its written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Licensor elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Bankrupt PartyLicensor upon written request therefor by Novartis. (b) All rights, if not previously delivered as powers and remedies of Novartis provided under clause (i) above. All rights of the Parties under for in this Section 17.3 and under Section 365(n) of Title 11 10.4 are in addition to and not in substitution of for any and all other rights, powers, powers and remedies that each Party may have now or hereafter existing at law or in equity (including under this Agreement, Title 11, the Code and any similar laws in any other Applicable Lawcountry in the Territory). The non-Bankrupt Party In the event of an Insolvency Event in relation to Licensor, Novartis, in 264814036 v4 EXECUTION COPY CONFIDENTIAL INFORMATION addition to the rights, power and remedies expressly provided herein, shall have be entitled to exercise all other such rights and powers and resort to all other such remedies as may now or hereafter exist at law or in equity (including under the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) Code). The Parties agree that they intend the foregoing non-Bankrupt Party following Novartis rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Partieslaw, including for purposes of Title 11, the Code: (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party Licensor, or any Third Party with whom the Bankrupt Party Licensor contracts to perform an obligation of the Bankrupt Party Licensor under this Agreement, and, in the case of the Third Party, Agreement which is necessary or reasonably useful for the Development, Regulatory Approval and manufacture manufacture, preparation, use or Commercialization of Licensed Compounds or Products and in the Territory; (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. , and (ciii) Any intellectual property provided pursuant the right to the provisions cure any breach of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license or default under any such agreement with a Third Party with respect and set off the costs thereof against amounts payable to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS Licensor under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Galapagos and Gilead are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”), ) under the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt PartyU.S. Bankruptcy Code, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iib) after any if not delivered under clause (a), following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder upon written request therefor by the other Party. The Parties acknowledge and agree that of the milestones and royalties to be paid pursuant to Article 8, only the sales milestones contained in Sections 8.2(c) and the royalties contained in Section 8.3 shall constitute royalties within the meaning of Bankruptcy Code § 365(n) with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions licenses of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted workhereunder. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party are intended to the other arebe, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)and shall otherwise be deemed to be, licenses of rights to “intellectual property” as defined under Section 101(35A) of the Bankruptcy Code for purposes of Section 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”) or any analogous provisions in Title 11any other country or jurisdiction. The Parties agree that the licensee of such intellectual property under this Agreement shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code, and, or any analogous provisions in the event that any other country or jurisdiction. If a case under Title 11 bankruptcy proceeding is commenced by or against either Party (under the “Bankrupt Party”)Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other non-debtor Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed hereunder, and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other non-debtor Party’s possession, shall be promptly delivered to it (i) before this Agreement the non-debtor Party within [***] Business Days of such request; provided, that the debtor Party is rejected by or on behalf of excused from its obligation to deliver such intellectual property to the Bankrupt Party, within thirty (30) days after extent the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue debtor Party continues to perform all of its obligations under this Agreement, or (ii) after any rejection of Agreement and this Agreement by or on behalf of the Bankrupt Party, if has not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided been rejected pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere Bankruptcy Code or any analogous provision in any other country or jurisdiction. Confidential 103 *** Certain information in this Agreement agreement has been omitted and filed separately with the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event Securities and Exchange Commission. [***] indicates that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx text has been omitted and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement subject of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreementa confidential treatment request.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Auxilium and Pfizer are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n(a) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ix) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefore, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iiy) after any if not delivered under clause (x), following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause Party upon written request therefore by the other Party and (ib) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have not unreasonably interfere with the right other Party’s rights to perform intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the obligations other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Auxilium Know-How in the case that Auxilium is the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the nonand Pfizer Applied Know-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, How in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx Pfizer is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 13.2 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party party may have under this Agreement, Title 11, and any other Applicable Lawapplicable Laws. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Licensed Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 13.2 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 97, in the event that Ambrx Concert is the Bankrupt PartyParty and is no longer performing its applicable obligations under Article 7, BMS Jazz may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Licensed Patent rights licensed or assigned to BMS Jazz under this Agreement without being required to consult with Ambrx Concert before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Galapagos and Gilead are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”), ) under the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt PartyU.S. Bankruptcy Code, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party pursuant to the terms of this Agreement and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iib) after any if not delivered under clause (a), following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect upon written request therefor by the other Party. In the case of an Insolvency that is governed by non-U.S. bankruptcy law, the Parties agree that, to such intellectual propertythe extent not prohibited by the applicable Insolvency law, but neither such provision nor such performance by the non-Bankrupt Party shall release will be entitled to the same rights and protections afforded by the U.S. Bankruptcy Code, including survival of the licenses granted hereunder even if the Bankrupt Party from any such obligation revokes or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in terminates this Agreement and a copy of the embodiments of such intellectual property, without conditions other than payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreementroyalties due hereunder.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party PharmaMar to the other Jazz are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”)PharmaMar, the other Party Jazz shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party PharmaMar shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt PartyPharmaMar, the other Party Jazz shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other PartyJazz, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt PartyPharmaMar, within thirty (30) [***] days after the other PartyJazz’s written request, unless the Bankrupt PartyPharmaMar, or its trustee or receiver, elects within thirty (30) [***] days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt PartyPharmaMar, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 16.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable LawLaws. The non-Bankrupt Party Jazz shall have the right to perform the obligations of the Bankrupt Party PharmaMar hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party Jazz shall release the Bankrupt Party PharmaMar from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party Jazz rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party PharmaMar or any Third Party with whom the Bankrupt Party PharmaMar contracts to perform an obligation of the Bankrupt Party PharmaMar under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Licensed Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 16.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 910, in the event that Ambrx a case under Title 11 is the Bankrupt Partycommenced by or against PharmaMar, BMS Jazz may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx PharmaMar Patent rights Rights in the Jazz Territory licensed or assigned to BMS Jazz under this Agreement without being required to consult with Ambrx PharmaMar before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. Without limiting the foregoing, the step-in Title 11rights granted to each Party as a licensee under Sections 3.1, and3.2 and/or 3.3 shall be deemed license rights of such Party. The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party under the U.S. Bankruptcy Code (the “Bankrupt Subject Party”), the other Party shall have all of the rights set forth in Section 365(nwhich proceeding is not terminated or withdrawn within ninety (90) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all days after such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Partycommencement, the other Party that is not a party to such proceeding (the “Non-Subject Party”) shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, Subject Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement) to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property necessary to exercise its license rights granted hereunder, which, if not already in the Non-Subject Party’s possession, shall be promptly delivered to the Non-Subject Party (a) after ninety (90) days following any such commencement of a bankruptcy proceeding, upon the Non-Subject Party’s written request therefor (unless the Subject Party elects to continue to perform all of its obligations under this Agreement), or (iib) after any if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Subject Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance upon written request therefor by the nonNon-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Subject Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All The Parties intend that all rights and licenses granted under or pursuant to this Agreement by one Party to the other are, are for all purposes of Section section 365(n) of Title 11 of the United States U.S. Bankruptcy Code (“Title 11”), licenses of rights to “intellectual property” as defined in section 101 of Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Termterm of this Agreement, each Party shall may create and maintain current copies to the extent practicable of all such intellectual propertyproperty licensed to it under this Agreement. Without limiting If there occurs a Bankruptcy Event with respect to either Party (that Party, the Parties’ “Bankrupt Party”), the following will apply: each Party will retain and may fully exercise all of its rights and elections under Section the U.S. Bankruptcy Code with respect to any intellectual property licensed to it under this Agreement, the other Party will have all rights stated in section 365(n) of Title 11, if a case in its capacity as licensor of intellectually property under Title 11 is commenced by or against this Agreement the Bankrupt PartyParty rejects this Agreement in any proceeding under the U.S. Bankruptcy Code, the other Party shall will be entitled to a copy complete duplicate of any and all such (or complete access to, as appropriate) that intellectual property and all embodiments of such that intellectual property, property and the same, Bankrupt Party shall deliver to the other Party a complete duplicate of that intellectual property if one is not already in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written requestpossession, unless the Bankrupt Party shall not interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property and shall assist and not interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property (including all tangible, intangible, electronic or its trustee or receiver, elects within thirty (30) days to continue to perform all other embodiments of its obligations rights and licenses under this Agreement, or (iiincluding all compounds and products embodying intellectual property, Licensed Compounds, Licensed Products, regulatory filings and related rights and technology) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) abovefrom anyone else. All rights of the Parties under this Section 17.3 12.7 and under Section section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may might have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual propertylaw, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereofof that intellectual property, to the extent protected by non-bankruptcy law) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third non-Party described in (i) in this sentence to complete the work contracted work. (c) Any intellectual property provided pursuant to the provisions of Bankrupt Party. Any intellectual-property rights granted under this Section 17.3 shall be 12.7 are subject to the licenses set forth granted elsewhere in this Agreement and the payment obligations of stated in Sections 5.3, 5.4, 5.5 and 5.7. 13 Definitions In this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.following definitions apply:

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Onyx and Ono are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n(i) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ix) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iiy) after any if not [ ** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. delivered under clause (x), following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance upon written request therefore by the non-Bankrupt other Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly Bankrupt Party shall not unreasonably interfere with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect other Party’s rights to intellectual property that will be sublicensed to BMS and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property include all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Licensed Technology, New Licensed Technology, Onyx’s interests in Joint Patents and Joint Inventions in the event case that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx Onyx is the Bankrupt Party, BMS may take appropriate actions and Ono Technology and Ono’s interest in connection with Joint Patents and Joint Inventions in the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided case that such actions are consistent with this AgreementOno is the Bankrupt Party.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Hansoh and EQRx are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall will be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall will be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iib) after any if not delivered under clause (a), following the rejection of this Agreement by or on behalf the Bankrupt Party upon written request therefor by the other Party. The Parties acknowledge and agree that of the Bankrupt Partymilestones and royalties to be paid pursuant to Article 9, if not previously delivered as provided under clause (i) above. All rights only the royalties contained in Section 9.3 will constitute royalties within the meaning of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder U.S. Bankruptcy Code with respect to such the licenses of intellectual propertyproperty hereunder. For purposes of this Section 14.7, but neither such provision nor such performance by the non-Bankrupt Party all references to “U.S. Bankruptcy Code” hereunder shall release the Bankrupt Party from be deemed to include any such obligation analogous provisions in any other country or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend jurisdiction to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted workApplicable Law. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All licenses and Development, Manufacturing, and Commercialization rights and licenses granted under or pursuant to this Agreement by one Party to the other are, and will otherwise be deemed to be, for all purposes of Section § 365(n) of Title 11 of the United States Code Bankruptcy Code, 11 U.S.C. §§ 101 et seq. (the “Title 11Code”)) and any similar Applicable Law in any other country in the Territory, licenses of rights to “intellectual property” as defined under Section 101 of the Code. The Parties agree that Acutus, as licensee of such intellectual property under this Agreement, will retain and may fully exercise all of its protections, rights and elections under the Code and any similar laws in Title 11, andany other country in the Territory. The Parties further agree that, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) commencement of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced bankruptcy proceeding by or against the Bankrupt PartyBIO Parties under the Code and any similar Applicable Law in any other country in the Territory, the other Party shall Acutus will be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the same, if not already in the possession of such other Partyits possession, shall will be promptly delivered to it (i) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Party’s a bankruptcy proceeding upon its written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days BIO Parties elect to continue to perform all of its obligations under this Agreement, or (ii) after any if not delivered under (i) above, upon written request therefor by Acutus following the rejection of this Agreement by or on behalf of the Bankrupt PartyBIO Parties. (b) All rights, if not previously delivered as powers, and remedies of Acutus provided under clause (i) above. All rights of the Parties under for in this Section 17.3 and under Section 365(n) of Title 11 13.4 are in addition to and not in substitution of for any and all other rights, powers, and remedies that each Party may have now or hereafter existing at law or in equity (including under this Agreementthe Code and any similar Applicable Law in any other country in the Territory). In the event of the bankruptcy of the BIO Parties, Title 11Acutus, in addition to the rights, powers, and remedies expressly provided herein, shall be entitled to exercise all other such rights and powers and resort to all other such remedies as may now or hereafter exist at law or in equity (including under the Code and any similar laws in any other Applicable Lawcountry in the Territory). The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party following rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third PartiesApplicable Law, including for purposes of Title 11, the Code and any similar Applicable Law in any other country in the Territory: (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party BIO Parties or any Third Party with whom the Bankrupt Party BIO Parties contracts to perform an obligation of the Bankrupt Party BIO Parties under this Agreement, and, in the case of the Third Party, which Agreement that is necessary for the Development, Regulatory Approval and manufacture Manufacture, and/or Commercialization of Products and any product(s) within the FS Product Line in the Territory; (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. ; and (ciii) Any intellectual property provided pursuant the right to the provisions cure any breach of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license or default under any such agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in and set off the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything costs thereof against amounts payable to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS BIO Parties under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses now or hereafter granted under or pursuant to this Agreement by one Party to the other areParty under or under this Agreement, including pursuant to Section 6.2 (Ownership of Developed IP), Section 6.3 (Development License to Verily), Section 6.4 (Development License to IRTC), Section 6.5 (AF Algorithm Licenses), Section 6.8 (Data License to Verily), or Section 6.9 (Data License to IRTC), are for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (Bankruptcy Code. Upon the “Bankrupt Party”), the other Party shall have all occurrence of any of the rights events set forth in Section 10.2 (Termination for Bankruptcy) with respect to the Party licensing such rights to intellectual property (“Licensor”), Licensor agrees that the other Party (“Licensee”), as licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. Without limiting the generality of the foregoing, the Parties intend and agree that any sale of Licensor’s assets under Section 363 of the Bankruptcy Code will be subject to Licensee’s rights under Section 365(n) of Title 11 the Bankruptcy Code, that Licensee cannot be compelled to accept a money satisfaction of its interests in the maximum extent permitted therebyintellectual property licensed under this Agreement, and that any such sale therefore may not be made to a purchaser “free and clear” of Licensee’s rights under this Agreement and Section 365(n) of the Bankruptcy Code without the express, contemporaneous consent of Licensee. During the TermFurther, each Party shall agrees and acknowledges that all payments by IRTC to Verily hereunder or under any ancillary agreement hereto do not constitute royalties within the meaning of Section 365(n) of the Bankruptcy Code or relate to licenses of intellectual property hereunder. Licensor will, during the term of this Agreement, create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent practicable feasible, of all such intellectual property. Without limiting Licensor and Licensee acknowledge and agree that “embodiments” of intellectual property within the Parties’ rights under meaning of Section 365(n) of Title 11the Bankruptcy Code include product prototypes, if inventory, Study Data, Zio Service Data, and other data, Regulatory Approvals, Reimbursement Approvals, algorithms, software, hardware, prototypes, models, devices, components, and accessories. If (i) a case under Title 11 the Bankruptcy Code is commenced by or against the Bankrupt PartyLicensor, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (iii) before this Agreement is rejected by or on behalf as provided in the Bankruptcy Code, and (iii) Licensee elects to retain its rights hereunder as provided in Section 365(n) of the Bankrupt PartyBankruptcy Code, within thirty Licensor (30in any capacity, including debtor-in-possession) days after the other Partyand its successors and assigns (including a trustee) will: (i) provide to Licensee all such Intellectual Property Rights, Study Data, and Historical Zio Service Data (including all embodiments thereof) then licensed to Licensee hereunder held by Licensor and such successors and assigns, or otherwise available to them, immediately upon Licensee’s written request. Whenever Licensor or any of its successors or assigns provides to Licensee any of the Licensed IP (or any embodiment thereof) pursuant to this Section 10.8 (Rights in Bankruptcy), unless Licensee will have the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue right to perform all Licensor’s obligations hereunder with respect to such Intellectual Property Rights, Study Data, and Historical Zio Service Data, but neither such provision nor such performance by Licensee will release Licensor from liability resulting from rejection of its obligations the license or the failure to perform such obligations; and (ii) not interfere with Licensee’s rights under this Agreement, or any agreement supplemental hereto, to such Intellectual Property Rights, Study Data, and Historical Zio Service Data (iiincluding such embodiments), including any right to obtain such Intellectual Property Rights, Study Data, and Historical Zio Service Data (or such embodiments) after any rejection of this Agreement by or on behalf of from another entity, to the Bankrupt Party, if not previously delivered as extent provided under clause (i) above. All rights of the Parties under this Section 17.3 and under in Section 365(n) of Title 11 the Bankruptcy Code. (b) All rights, powers, and remedies of Licensee provided herein are in addition intended to and not in substitution of be consistent with any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have now or hereafter existing at law or in equity (including the right to perform Bankruptcy Code) in the obligations event of the Bankrupt Party hereunder commencement of a case under the Bankruptcy Code with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) Licensor. The Parties agree that they intend the foregoing non-Bankrupt Party following rights to extend to the maximum extent permitted by law law, and any provisions to be enforceable under Section 365(n) of applicable contracts with Third Parties, including for purposes of Title 11, the Bankruptcy Code: (i) the right of access to any intellectual property Intellectual Property Rights (including all embodiments thereof) of the Bankrupt Party Licensor, or any Third Party with whom the Bankrupt Party Licensor contracts to perform an obligation of the Bankrupt Party Licensor under this Agreement, and, in the case of the Third Party, which is that are necessary for the Development, Regulatory Approval and manufacture exercise of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11granted herein. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party Licensee or Licensor including, without limitation, with respect to the other areLicensed Know-How and Licensed Patents are and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States U.S. Bankruptcy Code (“Title 11”)or any analogous provisions in any other country or jurisdiction, licenses of rights right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code or any analogous provisions in Title 11, andany other country or jurisdiction. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party (under the “Bankrupt Party”)U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 that is not a Party to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party proceeding shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other non-subject Party’s possession, shall be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of a bankruptcy proceeding upon the Bankrupt Party, within thirty (30) days after the other non-subject Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party subject to such proceeding elects within thirty (30) days to continue to perform all of its obligations under this AgreementAgreement or, or (iib) after any if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect subject to such intellectual property, but neither such provision nor such performance proceeding upon written request therefor by the non-Bankrupt subject Party. Each Party agrees that if it is or could be affected by an economic or financial crisis, it shall release promptly inform the Bankrupt other Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation possibility of the Bankrupt commencement of a bankruptcy procedure. Following receipt of such notice, the Party under this Agreement, and, in receiving the case of notice shall be entitled to exercise the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right rights granted to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to it by the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 1110.3. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All licenses and rights and to licenses granted under or pursuant to this Agreement by one the Bankrupt Party to the other Non-Bankrupt Party are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Bankruptcy Code (the “Title 11Bankruptcy Code”), licenses of rights to “intellectual property” as defined in Title 11, and, in under Section 101(35A) of the event Bankruptcy Code. The Parties agree that a case under Title 11 is commenced by or against either Party (the “Non-Bankrupt Party”), the other Party shall have as a licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the rights set forth in Section 365(n) Bankruptcy Code. The Parties further agree that upon commencement of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced bankruptcy proceeding by or against the Bankrupt PartyParty under the Bankruptcy Code, the other Non-Bankrupt Party shall will be entitled to a copy of any and complete duplicate of, or complete access to (as the Non-Bankrupt Party deems appropriate), all such intellectual property and all embodiments of such intellectual property, . Such intellectual property and the same, if not in the possession all embodiments of such other Party, shall intellectual property will be promptly delivered to it the Non-Bankrupt Party (ia) before this Agreement is rejected upon any such commencement of a bankruptcy proceeding and upon written request by or on behalf of the Non-Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (iib) after any if not delivered under (a) above, upon the rejection of this Agreement by or on behalf of the Bankrupt Party and upon written request by the Non-Bankrupt Party. The Bankrupt Party (in any capacity, if including debtor-in-possession) and its successors and assigns (including any trustee) agrees not previously delivered as provided under clause (i) above. All to interfere with the exercise by the Non-Bankrupt Party or its Affiliates of its rights and licenses to such intellectual property and such embodiments of the Parties under intellectual property in accordance with this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powersAgreement, and remedies that each agrees to assist the Non-Bankrupt Party and its Affiliates in obtaining such intellectual property and such embodiments of intellectual property in the possession or control of Third Parties as reasonably necessary or desirable for the Non-Bankrupt Party to exercise such rights and licenses in accordance with this Agreement. The foregoing provisions are without prejudice to any rights the Non-Bankrupt Party may have arising under this Agreement, Title 11, and any the Bankruptcy Code or other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itapplicable law. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Epirus are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 91 of the United States Bankruptcy Code or any applicable foreign equivalent thereof. The Parties agree that Partner, andas licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the United States Bankruptcy Code or any applicable foreign equivalent thereof. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party (under the “Bankrupt Party”)United States Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 that is not a party to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party proceeding shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other non-subject Party’s possession, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf upon any such commencement of a bankruptcy proceeding upon the Bankrupt Party, within thirty (30) days after the other non-subject Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party subject to such proceeding elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (ii) after any if not delivered under clause (i) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefor by the non-subject Party. Further, if not previously delivered as provided under clause each Party agrees and acknowledges that all payments made pursuant to Article 8 (iProfit Share) above. All rights of this Agreement constitute “royalties” within the Parties under this Section 17.3 and under meaning of Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itBankruptcy Code. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. The Parties intend to take advantage of the protections of Section 365(n) (aor any successor provision) of the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction to the maximum extent permitted by Applicable Law. All rights and licenses granted under or pursuant to this Agreement by one Party Agreement, but only to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), extent they constitute licenses of rights a right to “intellectual property” as defined in Title 11Section 101 of the U.S. Bankruptcy Code, andshall be deemed to be “intellectual property” for the purposes of Section 365(n) or any analogous provisions in any other country or jurisdiction. The non-bankrupt Party shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, in including the right to obtain such intellectual property from another entity. In the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (under the “Bankrupt Party”)U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other non-bankrupt Party shall be entitled to a copy complete duplicate of any and (or complete access to, as appropriate) all such intellectual property and (including all embodiments of such intellectual property), and the samewhich, if not already in the possession of such other non-bankrupt Party’s possession, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Partyupon its’s written requestrequest (a) upon commencement of a bankruptcy proceeding, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue bankrupt Party continues to perform all of its obligations under this Agreement, or (iib) after any if not delivered pursuant to clause (a) because the bankrupt continues to perform, upon the rejection of this Agreement by or on behalf of the Bankrupt bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of Unless and until the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each bankrupt Party may have under rejects this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt the bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to this Agreement or provide such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereofof such intellectual property) to the non-bankrupt Party, and shall not interfere with the rights of the non-bankrupt Party to such intellectual property, including the right to obtain the intellectual property from another entity. In the case of an insolvency that is governed by non-U.S. bankruptcy law, the Parties agree that, to the extent not prohibited by the applicable insolvency law, the non-bankrupt Party will be entitled to at least the same rights and protections afforded by the U.S. Bankruptcy Code, including survival of the licenses granted hereunder even if the bankrupt Party revokes or terminates this Agreement and a copy of the embodiments of such intellectual property, without conditions other than any legally required payment of royalties. Further, each Party agrees and acknowledges that all payments by GSK to ITEOS hereunder, including under Section 8.4 (Development and Filing Milestones), Section 8.5 (Net Sales Milestones), and Section 9.7 (Royalties and Payments), constitute royalties within the meaning of Section 365(n) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts Bankruptcy Code and relate to perform an obligation licenses of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11hereunder. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Company are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (the “Title 11Bankruptcy Code”), licenses of rights to “intellectual property” as that term is defined in Title 11the Bankruptcy Code. Company, andas a licensee of such rights under this Agreement, in shall retain and may fully exercise all of its rights and elections under the event that Bankruptcy Code. Upon the filing of a case under Title 11 is commenced by or against either Party AMYRIS or any AMYRIS Affiliate (the “Bankrupt PartyEntity”), including without limitation, AMYRIS Fuels LLC, AB Technologies LLC, and/or AMYRIS Brasil Ltda. (each of such Affiliates, a “Co-Licensor”) under the other Party Bankruptcy Code, then (a) Company shall have all of the rights set forth in Section 365(n) of Title 11 be entitled to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights fullest protections conferred upon licensees under Section 365(n) of Title 11the Bankruptcy Code, if a case or any similar provision; (b) AMYRIS and each Co-Licensor shall perform all of its obligations under Title 11 is commenced by or against this Agreement; (c) the Bankrupt PartyEntity shall immediately, without the other Party shall be entitled need for any further request by Company, or notice or hearing, provide to Company a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual propertyproperty (which embodiments, and the same, if not in the possession of such other Partythroughout this Agreement, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of include without limitation, the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt PartyEscrowed Materials), or its trustee any other information necessary or receiver, elects within thirty desirable for Company to utilize such intellectual property; and (30d) days to continue to perform all AMYRIS and each Co-Licensor shall not interfere with the rights of its obligations under Company as provided in this Agreement, or in any agreement supplementary to this Agreement, to such intellectual property (iiincluding such embodiment), including any right to obtain such intellectual property (and such embodiment) after any rejection of from another entity or person. To the extent AMYRIS and/or a Co-Licensor rejects this Agreement by or on behalf of under the Bankrupt PartyBankruptcy Code and Company elects to retain its rights, if not previously delivered as (x) Company shall have the full rights provided under clause (i) above. All rights of the Parties under this Section 17.3 and to it under Section 365(n) of Title 11 are in addition the Bankruptcy Code; (y) the waivers under Section 365(n)(2)(C) shall apply only to rights of setoff and not in substitution administrative claims arising solely out of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and not to any other Applicable Law. The non-Bankrupt Party shall have the right agreements or instruments, including, without limitation, claims or rights arising out of agreements supplementary to perform the obligations of this Agreement; and (z) the Bankrupt Party hereunder with respect Entity shall, without need for notice or hearing, provide to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to Company any intellectual property (including all embodiments thereofsuch embodiment) held by AMYRIS and/or each Co-licensor and/or any other entity or person, and shall not interfere with the rights of the Bankrupt Party Company as provided in this Agreement, or any Third Party with whom agreement supplementary to this Agreement, to such intellectual property (including such embodiment) including any right to obtain such intellectual property (and such embodiment) from another entity or person. For purposes of this Agreement, the Bankrupt Party contracts term “embodiment” shall mean any and all materials required to perform an obligation be delivered by AMYRIS or a Co-Licensor to Company hereunder and any materials relating to the licenses granted hereunder which, in the course of dealing between the Bankrupt Party Parties under this Agreement, andare customarily delivered, in whatever format (whether electronic, written or otherwise). All written agreements entered into relating to and in connection with the Parties’ performance hereunder from time-to-time, shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code. AMYRIS and each Co-Licensor acknowledges and agrees that the rights of Company to such intellectual property (and such embodiments) are unique, and that to the extent AMYRIS or a Co-Licensor, or their respective trustees in bankruptcy, were to sell any portion of such intellectual property free and clear of liens, claims or interests, Company would suffer irreparable damages, such that AMYRIS and each Co-Licensor agrees that such sale shall not occur without Company’s express written consent. For the avoidance of doubt, “intellectual property,” as used in this Section 7.E.2, is limited to intellectual property included in the AMYRIS Licensed IP and the Strain Improvement Technology, and any tangible embodiments of such intellectual property, and includes all such intellectual property and tangible embodiments of such intellectual property (provided in the case of the Third PartyStrain Improvement Technology, which is necessary only to the extent, and for the Developmentuses and period, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted workSection 2.A.(i)(b)). (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Xencor and Aimmune are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n(a) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ix) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefore, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iiy) after any if not delivered under clause (x), following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause Party upon written request therefore by the other Party and (ib) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have not unreasonably interfere with the right other Party’s rights to perform intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the obligations other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Xencor Know-How in the case that Xencor is the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the nonand Aimmune Know-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, How in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx Aimmune is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) 11.2.1 All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 11.2 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party party may have under this Agreement, Title 11, and any other Applicable LawLaws. The non-Bankrupt Party shall have the right to may perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. The Parties intend to take advantage of the protections of Section 365(n) (aor any successor provision) of the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction to the maximum extent permitted by law. All rights and licenses granted under or pursuant to this Agreement by one Party Agreement, but only to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), extent they constitute licenses of rights a right to “intellectual property” as defined in Title 11Section 101 of the U.S. Bankruptcy Code, andshall be deemed to be “intellectual property” for the purposes of Section 365(n) or any analogous provisions in any other country or jurisdiction. The Parties shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, in including the right to obtain the intellectual property from another entity. In the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party (under the “Bankrupt Party”)U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 that is not subject to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party proceeding shall be entitled to a copy complete duplicate of any and (or complete access to, as appropriate) all such intellectual property and (including all embodiments of such intellectual property), and the samewhich, if not already in the possession of such other non-subject Party’s possession, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of upon the Bankrupt Party, within thirty (30) days after the other non-subject Party’s written requestrequest (a) upon commencement of a bankruptcy proceeding, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days Party subject to continue such proceeding continues to perform all of its obligations under this Agreement, or (iib) after any if not delivered pursuant to clause (a) because the subject Party continues to perform, upon the rejection of this Agreement by or on behalf of the Bankrupt subject Party, if not previously delivered as provided under clause (i) above. All rights of Unless and until the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each subject Party may have under rejects this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt the subject Party shall have perform this Agreement or provide the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereofof such intellectual property) to the non-subject Party, and shall not interfere with the rights of the Bankrupt Party or any Third Party with whom non-subject party to such intellectual property, including the Bankrupt Party contracts right to perform an obligation of obtain the Bankrupt Party under this Agreement, and, in intellectual property from another entity. In the case of an insolvency that is governed by non-U.S. bankruptcy law, the Third PartyParties agree that, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions extent not prohibited by the applicable insolvency law, the non-subject Party will be entitled to at least the same rights and protections afforded by the U.S. Bankruptcy Code, including survival of this Section 17.3 shall be subject to the licenses set forth elsewhere in granted hereunder even if the subject Party revokes or terminates this Agreement and a copy of the embodiments of such intellectual property, without conditions other than any legally required payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11royalties. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. The Parties intend to take advantage of the protections of Section 365(n) (aor any successor provision) of the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction to the maximum extent permitted by Applicable Law. All rights and licenses granted under or pursuant to this Agreement by one Party Agreement, but only to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), extent they constitute licenses of rights a right to “intellectual property” as defined in Title 11Section 101 of the U.S. Bankruptcy Code, and, shall be deemed to be “intellectual property” for the purposes of Section 365(n) or any analogous provisions in any other country or jurisdiction. The non-bankrupt Party shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. In the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (under the “Bankrupt Party”)U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other non-bankrupt Party shall be entitled to a copy complete duplicate of any and (or complete access to, as appropriate) all such intellectual property and (including all embodiments of such intellectual property), and the samewhich, if not already in the possession of such other non-bankrupt Party’s possession, shall be promptly delivered to it upon its written request (ia) before this Agreement is rejected by or on behalf upon commencement of the Bankrupt Party, within thirty (30) days after the other Party’s written requesta bankruptcy proceeding, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue bankrupt Party continues to perform all of its obligations under this Agreement, or (iib) after any if not delivered pursuant to clause (a) because the bankrupt Party continues to perform, upon the rejection of this Agreement by or on behalf of the Bankrupt bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of Unless and until the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each bankrupt Party may have under rejects this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt the bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to this Agreement or provide such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereofof such intellectual property) to the non-bankrupt Party, and shall not interfere with the rights of the non-bankrupt Party to such intellectual property. In the case of an insolvency that is governed by non-U.S. bankruptcy law, the Parties agree that, to the extent not prohibited by the applicable insolvency law, the non-bankrupt Party will be entitled to at least the same rights and protections afforded by the U.S. Bankruptcy Code, including survival of the licenses granted hereunder even if the bankrupt Party revokes or terminates this Agreement and a copy of the embodiments of such intellectual property, without conditions other than continued performance of the non-bankrupt Party’s obligations under this Agreement. Further, each Party agrees and acknowledges that all payments by GSK to Xxxxxxx xxxxxxxxx, including under Section 11.4 (Sharing of Development Costs), Section 11.5 (Pre-Tax Profit or Loss Sharing), Section 11.6.1 (Development Milestones), Section 11.6.3 (Sales Milestones), and Section 11.7 (Royalties), constitute royalties within the meaning of Section 365(n) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts Bankruptcy Code and relate to perform an obligation licenses of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11hereunder. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Brickell and Kaken are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n(a) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ix) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefore, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iiy) after any if not delivered under clause (x), following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause Party upon written request therefore by the other Party and (ib) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have not unreasonably interfere with the right other Party’s rights to perform intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the obligations other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Brickell Know-How in the case that Brickell is the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the nonand Kaken Applied Know-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, How in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx Kaken is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) Either Party may, but is not required to, terminate this Agreement if, at any time, the other Party shall file in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of that Party or of its assets, or if the other Party proposes a written agreement of composition or extension of its debts, or if the other Party shall be served with an involuntary petition against it, filed in any insolvency proceeding (other than as may be initiated by the other Party), and such petition shall not be dismissed within sixty (60) days after the filing thereof, or if the other Party shall propose or be a Party to any dissolution or liquidation, or if the other Party shall make an assignment for the benefit of its creditors. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. (b) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“"Title 11”"), licenses of rights to “"intellectual property” " as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “"Bankrupt Party”"), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ Parties rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (ia) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s 's written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (iib) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (ia) above. All rights of the Parties under this Section 17.3 12.4(b) and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (bi) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereofthereof to the extent protected by non-bankruptcy law) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval Development and manufacture Commercialization of Licensed Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (cii) Any intellectual property provided pursuant to the provisions of this Section 17.3 12.4(b) shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (diii) In the event that after the Effective Date Ambrx Tranzyme enters into a license agreement with a Third Party with respect to any material intellectual property that will be sublicensed to BMS hereunder, Ambrx Tranzyme will use commercially reasonable efforts to enable pass through the rights under such agreements to BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming Tranzyme becomes a Bankrupt Party. (eiv) Notwithstanding anything to the contrary in Article 98, in the event that Ambrx Tranzyme is the Bankrupt PartyParty and unable to take action regarding the Subject Patents, BMS may take appropriate actions in connection with the filing, prosecution, maintenance Prosecution and Maintenance and enforcement or defense of any Ambrx Subject Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx Tranzyme before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All licenses, Commercialization, Manufacturing and Development rights and licenses granted under or pursuant to this Agreement by one Party to the other are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code Bankruptcy Code, 11 U.S.C. §§ 101 et seq. (the “Title 11Code”)) and any similar laws in any other country in the Territory, licenses of rights to “intellectual property” as defined under Section 101 of the Code. The Parties agree that Company, as licensee of such rights under this Agreement, will retain and may fully exercise all of its protections, rights and elections under the Code and any similar laws in Title 11, andany other country in the Territory. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party (Eisai under the “Bankrupt Party”)Code and any similar laws in any other country in the Territory, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall Company 132539616_1 will be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the same, if not already in the possession of such other Partyits possession, shall will be promptly delivered to it (i) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Party’s a bankruptcy proceeding upon its written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Eisai elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any if not delivered under (i) above, upon written request therefor by Company following the rejection of this Agreement by or on behalf of the Bankrupt PartyEisai. (b) All rights, if not previously delivered as powers and remedies of Company provided under clause (i) above. All rights of the Parties under for in this Section 17.3 and under Section 365(n) of Title 11 13.8 are in addition to and not in substitution of for any and all other rights, powers, powers and remedies that each Party may have now or hereafter existing at law or in equity (including under this Agreement, Title 11, the Code and any similar laws in any other Applicable Lawcountry in the Territory). The non-Bankrupt Party shall have In the right to perform the obligations event of the Bankrupt Party hereunder with respect bankruptcy of Eisai, Company, in addition to the rights, power and remedies expressly provided herein, shall be entitled to exercise all other such intellectual property, but neither rights and powers and resort to all other such provision nor such performance by remedies as may now or hereafter exist at law or in equity (including under the non-Bankrupt Party shall release Code and any similar laws in any other country in the Bankrupt Party from any such obligation or liability for failing to perform it. (b) Territory). The Parties agree that they intend the foregoing non-Bankrupt Party following Company rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Partieslaw, including for purposes of Title 11, the Code and any similar laws in any other country in the Territory: (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party Eisai, or any Third Party with whom the Bankrupt Party Eisai contracts to perform an obligation of the Bankrupt Party Eisai under this Agreement, and, in the case of the Third Party, Agreement which is necessary for the Development, Regulatory Approval and manufacture Manufacture and/or Commercialization of Eisai Collaboration Products and in the Territory; (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. ; and (ciii) Any intellectual property provided pursuant the right to the provisions cure any breach of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license or default under any such agreement with a Third Party with respect and set off the costs thereof against amounts payable to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS Eisai under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All If this Agreement is rejected by a Party as a debtor under Section 365 of the United States Bankruptcy Code or similar provision in the bankruptcy laws of another jurisdiction (the "Code"), then, notwithstanding anything else in this Agreement to the contrary, all licenses and rights and to licenses granted under or pursuant to this Agreement by one the Party in bankruptcy to the other Party are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 the Code (or similar provision in the bankruptcy laws of the United States Code (“Title 11”jurisdiction), licenses of rights to “"intellectual property” " as defined in Title 11, and, under Section 101(35A) of the Code (or similar provision in the event bankruptcy laws of the jurisdiction). The Parties agree that a case Party that is a licensee of rights under Title 11 is commenced by or against either Party (this Agreement shall retain and may fully exercise all of its rights and elections under the “Bankrupt Party”Code. Xxxxxxx and Theravance intend and agree that any sale of Theravance's assets under Section 363(n) of the Code shall be subject to Xxxxxxx'x rights under Section 365(n), that Xxxxxxx cannot be compelled to accept a money satisfaction of its interests in the intellectual property licensed pursuant to this Agreement, and that any such sale therefore may not be made to a purchaser "free and clear" of Xxxxxxx'x rights under this Agreement and Section 365(n) without the express, contemporaneous written consent of Xxxxxxx. Further, each Party agrees and acknowledges that all payments by Xxxxxxx to Theravance hereunder, other Party shall have all than the Opt-In Exercise Fee and the royalty payments pursuant to Article 6, and the sales milestone payments pursuant to Section 6.5, do not constitute royalties within the meaning of the rights set forth in Section 365(n) of Title 11 the Code or relate to the maximum extent permitted therebylicenses of intellectual property hereunder. During Theravance shall, during the Term, each Party shall create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent practicable feasible, of all such intellectual property. Without limiting Theravance and Xxxxxxx acknowledge and agree that "embodiments" of intellectual property within the Parties’ rights under meaning of Section 365(n) of Title 11include laboratory notebooks, if cell lines, product samples and inventory, research studies and data and Regulatory Materials. If (i) a case under Title 11 the Code is commenced by or against Theravance, (ii) this Agreement is rejected as provided in the Bankrupt PartyCode, and (iii) Xxxxxxx elects to retain its rights hereunder as provided in Section 365(n) of the other Party shall be entitled Code, Theravance (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall: (i) provide to a copy of any and Xxxxxxx all such intellectual property and (including all embodiments thereof) held by Theravance and such successors and assigns, or otherwise available to them, immediately upon Xxxxxxx'x written request. Whenever Theravance or ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. ​ ​ any of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered its successors or assigns provides to it (i) before this Agreement is rejected by or on behalf Xxxxxxx any of the Bankrupt Party, within thirty intellectual property licensed hereunder (30or any embodiment thereof) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days pursuant to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights13.3, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party Xxxxxxx shall have the right to perform the Theravance's obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party Xxxxxxx shall release Theravance from liability resulting from rejection of the Bankrupt Party from any such obligation license or liability for failing the failure to perform itsuch obligations; and (ii) not interfere with Xxxxxxx'x rights under this Agreement, or any agreement supplemental hereto, to such intellectual property (including such embodiments), including any right to obtain such intellectual property (or such embodiments) from another entity, to the extent provided in Section 365(n) of the Bankruptcy Code. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Partiesthis Section 13.3 are without prejudice to any rights a Party may have arising under the Code, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party Theravance, or any Third Party with whom the Bankrupt Party Theravance contracts to perform an obligation of the Bankrupt Party Theravance under this Agreement, and, in the case of the Third Party, which is necessary for the Developmentmanufacture, Regulatory Approval use, sale, import or export of Products; and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) 28.1 All rights and licenses granted under or pursuant to this Agreement by one Party to the other Agreement, are, and will otherwise be deemed to be, for all the purposes of Section 365(n) of Title 11 of the United States US Bankruptcy Code (the “Title 11Code”)) and any similar laws in the Territory, licenses license of rights to “intellectual property” as defined under Section 101 of the Code. The parties agree that each party will retain and may fully exercise all or its protections, rights and elections under the Code and any similar laws in Title 11any other country in each party’s Territory, andand nothing in this Agreement is intended to nullify, supercede or derogate from any protections available to either party under any applicable bankruptcy or insolvency law, including Section 365(n) of the Code and any similar laws in any other country in each party’s Territory. The parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against one party under the Code and any similar laws in any other country in either Party (the “Bankrupt Party”)party’s Territory, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall party will be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the same, if not already in the possession of such other Partyits possession, shall will be promptly delivered to it (i) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Party’s a bankruptcy proceeding upon its written requestrequest therefore, unless the Bankrupt Party, such party (or its trustee or receiver, bankruptcy estate) elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any if not delivered under (i) above, following rejection of this the Agreement by or on behalf of such party upon written request therefore by the Bankrupt Partyother party. 28.2 All rights, if not previously delivered as provided under clause (i) above. All rights powers and remedies of the Parties under parties provided for in this Section 17.3 and under Section 365(n) of Title 11 28 are in addition to and not in substitution of for any and all other rights, powers, powers and remedies that each Party may have now or hereafter existing at law or in equity (including, without limitation, under this Agreement, Title 11, the Code and any similar laws in any other Applicable Lawcountry in each party’s Territory). In the event of the bankruptcy of one party, the other party, in addition to the rights, power and remedies expressly provided herein shall be entitled to exercise all such other rights and powers and resort to all other such remedies as may now or hereafter exist at law or in equity (including, without limitation, under the Code). The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties parties agree that they intend the foregoing non-Bankrupt Party following rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties(including, including without limitation, for the purposes of Title 11, the Code: (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party other party, or any Third Party Party, to the extent a party is able to provide such rights at such time, with whom the Bankrupt Party such party contracts to perform an and obligation of the Bankrupt Party such party under this Agreement, and, in the case of the Third Party, Agreement which is necessary for the Developmentdevelopment, Regulatory Approval and registration, manufacture and/or commercialization of Products and the Visudyne Product in the Novartis Territory; (ii) the right to contract directly with any Third Party Part described in (i) in this sentence to complete the contracted work. work and (ciii) Any intellectual property provided pursuant the right to the provisions cure any breach of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license or default under any such agreement with a Third Party with respect and set off the costs thereof against amounts payable to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS party under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement).

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days [***] after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days [***] to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval Approval, Manufacture and manufacture Commercialization of Licensed Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this AgreementSection 8.2, Section 8.3 and Section 8.4, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx Schrödinger enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx Schrödinger will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx Schrödinger and such Third Party is terminated or rejected under Section 365(a) of Title 11 during the Term solely on account of Ambrx Schrödinger becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article ‎Article 9, in the event that Ambrx Schrödinger is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights Product Specific Patents licensed or assigned to BMS under this Agreement without being required to consult with Ambrx Schrödinger before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Company are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (the “Title 11Bankruptcy Code”), licenses of rights to “intellectual property” as that term is defined in Title 11the Bankruptcy Code. Company, andas a licensee of such rights under this Agreement, in shall retain and may fully exercise all of its rights and elections under the event that Bankruptcy Code. Upon the filing of a case under Title 11 is commenced by or against either Party AMYRIS or any AMYRIS Affiliate (the “Bankrupt PartyEntity”), including without limitation, AMYRIS Fuels LLC, AB Technologies LLC, and/or AMYRIS Brasil Ltda. (each of such Affiliates, a “Co-Licensor”) under the other Party Bankruptcy Code, then (a) Company shall have all of the rights set forth in Section 365(n) of Title 11 be entitled to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights fullest protections conferred upon licensees under Section 365(n) of Title 11the Bankruptcy Code, if a case or any similar provision; (b) AMYRIS and each Co-Licensor shall perform all of its obligations under Title 11 is commenced by or against this Agreement; (c) the Bankrupt PartyEntity shall immediately, without the other Party shall be entitled need for any further request by Company, or notice or hearing, provide to Company a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual propertyproperty (which embodiments, and the same, if not in the possession of such other Partythroughout this Agreement, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of include without limitation, the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt PartyEscrowed Materials), or its trustee any other information necessary or receiver, elects within thirty desirable for Company to utilize such intellectual property; and (30d) days to continue to perform all AMYRIS and each Co-Licensor shall not interfere with the rights of its obligations under Company as provided in this Agreement, or in any agreement supplementary to this Agreement, to such intellectual property (iiincluding such embodiment), including any right to obtain such intellectual property (and such embodiment) after any rejection of from another entity or person. To the extent AMYRIS and/or a Co-Licensor rejects this Agreement by or on behalf of under the Bankrupt PartyBankruptcy Code and Company elects to retain its rights, if not previously delivered as (x) Company shall have the full rights provided under clause (i) above. All rights of the Parties under this Section 17.3 and to it under Section 365(n) of Title 11 are in addition the Bankruptcy Code; (y) the waivers under Section 365(n)(2)(C) shall apply only to rights of setoff and not in substitution administrative claims arising solely out of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and not to any other Applicable Law. The non-Bankrupt Party shall have the right agreements or instruments, including, without limitation, claims or rights arising out of agreements supplementary to perform the obligations of this Agreement; and (z) the Bankrupt Party hereunder with respect Entity shall, without need for notice or hearing, provide to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to Company any intellectual property (including all embodiments thereofsuch embodiment) held by AMYRIS and/or each Co-licensor and/or any other entity or person, and shall not interfere with the rights of the Bankrupt Party Company as provided in this Agreement, or any Third Party with whom agreement supplementary to this Agreement, to such intellectual property (including such embodiment) including any right to obtain such intellectual property (and such embodiment) from another entity or person. For purposes of this Agreement, the Bankrupt Party contracts term “embodiment” shall mean any and all materials required to perform an obligation be delivered by AMYRIS or a Co-Licensor to Company hereunder and any materials relating to the licenses granted hereunder which, in the course of dealing between the Bankrupt Party Parties under this Agreement, andare customarily delivered, in whatever format (whether electronic, written or otherwise). All written agreements entered into relating to and in connection with the Parties’ performance hereunder from time-to-time, shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code. AMYRIS and each Co-Licensor acknowledges and agrees that the rights of Company to such intellectual property (and such embodiments) are unique, and that to the extent AMYRIS or a Co-Licensor, or their respective trustees in bankruptcy, were to sell any portion of such intellectual property free and clear of liens, claims or interests, Company would suffer irreparable damages, such that AMYRIS and each Co-Licensor agrees that such sale shall not occur without Company’s express written consent. For the avoidance of doubt, “intellectual property,” as used in this Section 7.E.2, is limited to intellectual property included in the AMYRIS Licensed IP and the Intermediate Strain Technology, and any tangible embodiments of such intellectual property, and includes all such intellectual property and tangible embodiments of such intellectual property (provided in the case of the Third PartyIntermediate Strain Technology, which is necessary only to the extent, and for the Developmentuses and period, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted workSection 2.A.(i)(b)). (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Amarin and Licensee are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States U.S. Bankruptcy Code (“Title 11”and of any similar provisions of Applicable Laws under any other jurisdiction), licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code and under any similar provisions of Applicable Laws under any other jurisdiction. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code or under any similar provisions of Applicable Laws under any other jurisdiction, the other Party shall have all of the rights set forth in Section 365(n(a) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ix) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. request therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iiy) after any if not delivered under clause (x), following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause Party upon written request therefor by the other Party and (ib) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have not unreasonably interfere with the right other Party’s rights to perform intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the obligations other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Amarin Know-How in the case that Amarin is the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the nonand Licensee Know-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, How in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx Licensee is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Liquidia and G&W are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n(a) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ix) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iiy) after any if not delivered under clause (x), following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause Party upon written request therefor by the other Party and (ib) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have not interfere with the right other Party’s rights to perform intellectual property and all embodiments of intellectual property, and shall assist and not interfere with the obligations other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Licensed Technology in the case that Liquidia is the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, G&W Technology in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx G&W is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Napo or Glenmark are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, licenses of rights to “intellectual property” as defined in Title 11under Section 101 of the United States Bankruptcy Code. The Parties agree that the Parties, andas licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (under the “Bankrupt Party”)United States Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 hereto that is not a party to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party proceeding shall be entitled to a copy of complete duplicate (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Partynon-subject Part’s possession, shall be promptly delivered to it (ia) before this Agreement is rejected by or on behalf upon any such commencement of a bankruptcy proceeding upon the Bankrupt Party, within thirty (30) days after the other Partynon-subject Parry’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days Party subject to continue such proceeding continues to perform all of its obligations under this Agreement, Agreement or (iib) after any if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect subject to such intellectual property, but neither such provision nor such performance proceeding upon written request therefor by the non-Bankrupt Party subject Party.” All capitalized terms used in this Amendment, bull not otherwise defined herein, shall release have the Bankrupt Party from any such obligation or liability for failing meanings ascribed to perform it. (b) The Parties agree that they intend them in the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law Agreement. Any and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) terms of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval Agreement not expressly modified herein remain unchanged and manufacture of Products full force and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance effect. The interpretation and enforcement of any Ambrx Patent rights licensed or assigned this Amendment shall be governed by the Laws of the State of New York. United States of America, without giving effect to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreementits choice of law rules.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Agreement, including without limitation ARTICLE 2, are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 the Bankruptcy Code or analogous provisions of Applicable Law outside the United States Code (“Title 11”)States, licenses of rights right to “intellectual property” as defined in Title 11, and, in under Section 101 of the event that a case under Title 11 is commenced by Bankruptcy Code or against either Party analogous provisions of Applicable Law outside the United States (the hereinafter “Bankrupt PartyIP”). Upon a Party which is a licensor of rights granted under this Agreement entering into any voluntary or involuntary insolvency proceeding during the Term of this Agreement, and notwithstanding any attempted rejection of this Agreement by such Party, or any trustee, administrator or executor of such Party or an applicable bankruptcy court, the Parties agree that: the other Party, as licensee of such rights under this Agreement, shall (a) retain and may fully exercise all of its rights and elections under the Bankruptcy Code or any other provisions of Applicable Law outside the United States that provide similar protection for IP and (b) retain in perpetuity all rights and licenses herein granted, provided that such Party continues to pay any royalties otherwise due hereunder (subject to any right of set-off hereunder), and the Party which has entered such insolvency proceeding shall have, to the extent required by applicable bankruptcy laws in order to maintain the other Party’s license rights hereunder, no further obligations under this Agreement other than to not interfere with such other Party’s license rights hereunder. Each Party hereby grants to the other Party shall have all and its Affiliates a right to obtain possession of the rights set forth in Section 365(nand to benefit from a complete duplicate of (or complete access to, as appropriate) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all any such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property IP and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after upon the other Party’s written requestrequest therefor. The term “embodiments of intellectual property” includes all tangible, unless electronic or other embodiments of rights and licenses hereunder, including, without limitation, a Molecule, Product(s), all Regulatory Approval Applications and Regulatory Approvals, and all Know-How and other information related to a Molecule and Product(s), Licensed Patent Rights and Licensed Know-How. Neither Party shall interfere with the Bankrupt Party, exercise by the other Party or its trustee or receiver, elects within thirty (30) days Affiliates of rights and licenses to continue to perform all IP and embodiments of its obligations under intellectual property licensed hereunder in accordance with this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under agrees to reasonably assist the other Party and its Affiliates to obtain the IP and embodiments of intellectual property in the possession or control of Third Parties as reasonably necessary or desirable for the other Party or its Affiliates to exercise such rights and licenses in accordance with this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions terms of this Section 17.3 Agreement are fair and reasonable, are not overly burdensome and have been negotiated in an arms-length transaction between unrelated parties with each Party represented by legal counsel. If any provision herein is deemed onerous or otherwise unenforceable by any applicable bankruptcy court, the Parties shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable good faith efforts to enable BMS amend the Agreement (e.g., removing such onerous provision) so as to receive a direct license from avoid any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Partyconsequences thereof under applicable bankruptcy laws. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. The Parties intend to take advantage of the protections of Section 365(n) (aor any successor provision) of the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction to the maximum extent permitted by law. All rights and licenses granted under or pursuant to this Agreement by one Party Agreement, but only to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), extent they constitute licenses of rights a right to “intellectual property” as defined in Title 11Section 101 of the U.S. Bankruptcy Code, andshall be deemed to be “intellectual property” for the purposes of Section 365(n) or any analogous provisions in any other country or jurisdiction. The parties shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, in including the right to obtain the intellectual property from another entity. In the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party (under the “Bankrupt Party”)U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 that is not subject to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party proceeding shall be entitled to a copy complete duplicate of any and (or complete access to, as appropriate) all such intellectual property and (including all embodiments of such intellectual property), and the samewhich, if not already in the possession of such other non-subject Party’s possession, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of upon the Bankrupt Party, within thirty (30) days after the other non-subject Party’s written requestrequest (a) upon commencement of a bankruptcy proceeding, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days Party subject to continue such proceeding continues to perform all of its obligations under this Agreement, or (iib) after any if not delivered pursuant to clause (a) because the subject Party continues to perform, upon the rejection of this Agreement by or on behalf of the Bankrupt subject Party, if not previously delivered as provided under clause (i) above. All rights of Unless and until the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each subject Party may have under rejects this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt the subject Party shall have perform this Agreement or provide the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereofof such intellectual property) to the non-subject Party, and shall not interfere with the rights of the Bankrupt Party or any Third Party with whom non-subject party to such intellectual property, including the Bankrupt Party contracts right to perform an obligation of obtain the Bankrupt Party under this Agreement, and, in intellectual property from another entity. In the case of an insolvency that is governed by non-U.S. bankruptcy law, the Third PartyParties agree that, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions extent not prohibited by the applicable insolvency law, the non-subject Party will be entitled to at least the same rights and protections afforded by the U.S. Bankruptcy Code, including survival of this Section 17.3 shall be subject to the licenses set forth elsewhere in granted hereunder even if the subject Party revokes or terminates this Agreement and a copy of the embodiments of such intellectual property, without conditions other than any legally required payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11royalties. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Agreement, including without limitation Article 3, are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 the Bankruptcy Code or analogous provisions of Applicable Law outside the United States Code (“Title 11”)States, licenses of rights right to “intellectual property” as defined in Title 11, and, in under Section 101 of the event that a case under Title 11 is commenced by Bankruptcy Code or against either Party analogous provisions of Applicable Law outside the United States (the hereinafter “Bankrupt PartyIP”). Upon a Party which is a licensor or rights granted under this Agreement entering into any voluntary or involuntary insolvency proceeding during the Term of this Agreement, and notwithstanding any attempted termination of this Agreement by any trustee, administrator or executor of such Party or an applicable bankruptcy court, the Parties agree that: the other Party, as licensee of such rights under this Agreement, shall (i) retain and may fully exercise all of its rights and elections under the Bankruptcy Code or any other provisions of Applicable Law outside the United States that provide similar protection for IP and (ii) retain in perpetuity all rights and licenses herein grant provided such Party continues to pay any royalties otherwise due hereunder (subject to any right of set-off hereunder) and the Party which has entered such insolvency proceeding shall have, to the extent required by applicable bankruptcy laws in order to maintain the other Party's license rights hereunder, no further obligations under this Agreement other than to not interfere with such other Party's license rights hereunder. Each Party hereby grants to the other Party shall have all and its Affiliates a right to obtain possession of the rights set forth in Section 365(nand to benefit from a complete duplicate of (or complete access to, as appropriate) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all any such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property IP and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after upon the other Party’s written requestrequest therefor. The term “embodiments of intellectual property” includes all tangible, unless electronic or other embodiments of rights and licenses hereunder, including the Bankrupt PartyMolecule, Product(s), all Regulatory Approval Applications and Regulatory Approvals, and all Information related to the Molecule and Product(s), MedImmune Patent Rights and MedImmune Know-How, or Aevi Patent Rights and Aevi Know-How, as applicable. Neither Party shall interfere with the exercise by the other Party or its trustee or receiver, elects within thirty (30) days Affiliates of rights and licenses to continue to perform all IP and embodiments of its obligations under intellectual property licensed hereunder in accordance with this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under agrees to reasonably assist the other Party and its Affiliates to obtain the IP and embodiments of intellectual property in the possession or control of Third Parties as reasonably necessary or desirable for the other Party or its Affiliates to exercise such rights and licenses in accordance with this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions terms of this Section 17.3 Agreement are fair and reasonable, are not overly burdensome and have been negotiated in an arms-length transaction between unrelated parties with each Party represented by legal counsel. If any provision herein is deemed onerous or otherwise unenforceable by any applicable bankruptcy court, the Parties shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable good faith efforts to enable BMS amend the Agreement (e.g., removing such onerous provision) so as to receive a direct license from avoid any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS consequences thereof under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.applicable bankruptcy laws

Rights in Bankruptcy. (a) The occurrence of an Insolvency Event in respect of PCYC, will not, in itself, impact either Party's license under this Agreement, nor adversely impact the right of PCYC to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by one a Party to the other Party are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party under the U.S. Bankruptcy Code (the “Bankrupt PartyParty subject to such proceeding”), the other Party shall have all of (the rights set forth in Section 365(n“non-subject Party”) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it the non-subject Party (i) before this Agreement is rejected by or on behalf upon any such commencement of a bankruptcy proceeding upon the Bankrupt non-subject Party, within thirty (30) days after the other Party’s 's written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party subject to such proceeding elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party subject to such proceeding upon written request therefore by the non-subject Party, if not previously delivered as provided under clause (i) above. All rights Novo Nordisk agrees that in consideration of the Parties rights granted under this the license set forth in Section 17.3 2.01 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all PCYC's other rights, powers, and remedies that each Party may have obligations under this Agreement, Title 11, it will pay to PCYC all royalty and any other Applicable Lawmilestone payments which would have been payable under this Agreement by Novo Nordisk in respect of the exercise of its rights under the license granted in this Agreement. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject 9.03 are without prejudice to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11any rights that a Party may have arising under any applicable insolvency statute or other applicable law. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All If this Agreement is rejected by a Party as a debtor under Section 365 of the United States Bankruptcy Code or similar provision in the bankruptcy laws of another jurisdiction (the “Code”), then, notwithstanding anything else in this Agreement to the contrary, all licenses and rights and to licenses granted under or pursuant to this Agreement by one the Party in bankruptcy to the other Party are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 the Code (or similar provision in the bankruptcy laws of the United States Code (“Title 11”jurisdiction), licenses of rights to “intellectual property” as defined in Title 11, and, under Section 101(35A) of the Code (or similar provision in the event bankruptcy laws of the jurisdiction). The Parties agree that a case Party that is a licensee of rights under Title 11 is commenced by or against either Party (this Agreement shall retain and may fully exercise all of its rights and elections under the “Bankrupt Party”Code. Xxxxxxx and Theravance intend and agree that any sale of Theravance’s assets under Section 363(n) of the Code shall be subject to Xxxxxxx’x rights under Section 365(n), that Xxxxxxx cannot be compelled to accept a money satisfaction of its interests in the intellectual property licensed pursuant to this Agreement, and that any such sale therefore may not be made to a purchaser “free and clear” of Xxxxxxx’x rights under this Agreement and Section 365(n) without the express, contemporaneous written consent of Xxxxxxx. Further, each Party agrees and acknowledges that all payments by Xxxxxxx to Theravance hereunder, other Party shall have all than the Opt-In Exercise Fee and the royalty payments pursuant to Article 6, and the sales milestone payments pursuant to Section 6.5, do not constitute royalties within the meaning of the rights set forth in Section 365(n) of Title 11 the Code or relate to the maximum extent permitted therebylicenses of intellectual property hereunder. During Theravance shall, during the Term, each Party shall create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent practicable feasible, of all such intellectual property. Without limiting Theravance and Xxxxxxx acknowledge and agree that “embodiments” of intellectual property within the Parties’ rights under meaning of Section 365(n) of Title 11include laboratory notebooks, if cell lines, product samples and inventory, research studies and data and Regulatory Materials. If (i) a case under Title 11 the Code is commenced by or against Theravance, (ii) this Agreement is rejected as provided in the Bankrupt PartyCode, and (iii) Xxxxxxx elects to retain its rights hereunder as provided in Section 365(n) of the other Party shall be entitled Code, Theravance (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall: (i) provide to a copy of any and Xxxxxxx all such intellectual property and (including all embodiments thereof) held by Theravance and such successors and assigns, or otherwise available to them, immediately upon Xxxxxxx’x written request. Whenever Theravance or ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. any of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered its successors or assigns provides to it (i) before this Agreement is rejected by or on behalf Xxxxxxx any of the Bankrupt Party, within thirty intellectual property licensed hereunder (30or any embodiment thereof) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days pursuant to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights13.3, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party Xxxxxxx shall have the right to perform the Theravance’s obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party Janssen shall release Theravance from liability resulting from rejection of the Bankrupt Party from any such obligation license or liability for failing the failure to perform itsuch obligations; and (ii) not interfere with Xxxxxxx’x rights under this Agreement, or any agreement supplemental hereto, to such intellectual property (including such embodiments), including any right to obtain such intellectual property (or such embodiments) from another entity, to the extent provided in Section 365(n) of the Bankruptcy Code. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Partiesthis Section 13.3 are without prejudice to any rights a Party may have arising under the Code, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party Theravance, or any Third Party with whom the Bankrupt Party Theravance contracts to perform an obligation of the Bankrupt Party Theravance under this Agreement, and, in the case of the Third Party, which is necessary for the Developmentmanufacture, Regulatory Approval use, sale, import or export of Products; and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. or Insolvency If either Party becomes insolvent, files a petition in bankruptcy, has such a petition filed against it, determines to file a petition in bankruptcy, or receives notice of a Third Party’s intention to file an involuntary petition in bankruptcy, such Party immediately shall notify the other Party in writing. In addition to any other remedies available at law or in equity, the other Party (ai.e., the non-bankrupt Party) All rights may immediately terminate this Agreement, in whole or in part as the terminating Party may determine, upon learning of any of the foregoing events; provided, however, that the financial terms set forth in Article 6 above will remain in tact and licenses granted under or pursuant to this Agreement by one will survive any such termination. The terminating Party shall provide to the other areParty a written notice regarding the extent of termination. If Isis seeks to be or is involuntarily placed under the protection of the “Bankruptcy Code” (i.e., for all purposes of Title 11, U.S. Code) or its equivalent outside the USA, and the trustee in bankruptcy, or Isis as a debtor-in-possession, rejects this Agreement, then Atlantic hereby elects, under Section 365(n) of Title 11 of the United States Code (“Title 11”)Bankruptcy Code, to retain all licenses of rights to “intellectual property” (as defined in Title 11under such Bankruptcy Code) granted to it under this Agreement, and, in to the event that extent permitted by law. As of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either Party (the “Bankrupt Party”)Isis, the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 Atlantic is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of any and all such intellectual property and all embodiments of such “intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered ” licensed to it hereunder. To the extent such embodiments are not already in Atlantic’s possession as of the commencement of a bankruptcy, Isis (or the trustee in bankruptcy) shall deliver such embodiments to Atlantic (i) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the other Party’s written requesta bankruptcy proceeding, unless the Bankrupt Party, or its trustee or receiver, Isis elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any if not delivered under (i), then upon a rejection of this Agreement (or the equivalent) by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform itIsis. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) The occurrence of an Insolvency Event in respect of Pacira, will not, in itself, impact either Party’s license under this Agreement, nor adversely impact the right of Pacira to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by one a Party to the other Party are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as defined in Title 11under the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party under the U.S. Bankruptcy Code (the “Bankrupt PartyParty subject to such proceeding”), the other Party shall have all of (the rights set forth in Section 365(n“non-subject Party”) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it the non-subject Party (i) before this Agreement is rejected by or on behalf upon any such commencement of a bankruptcy proceeding upon the Bankrupt Party, within thirty (30) days after the other non-subject Party’s written requestrequest therefor, unless the Bankrupt Party, or its trustee or receiver, Party subject to such proceeding elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect subject to such intellectual property, but neither such provision nor such performance proceeding upon written request therefor by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third subject Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) . In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9addition, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required is rejected by the trustee (or similar person) during a Pacira Insolvency Event, then the license granted by Novo Nordisk to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.Pacira under Section 2.3(a) shall

Rights in Bankruptcy. (a) 10.2.1 All rights and licenses granted under or pursuant to this Agreement by one Party to the other are, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11, and, in the event that a case under Title 11 is commenced by or against either Party (the “Bankrupt Party”), the other Party shall have all of the rights set forth in Section 365(n) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of such other Party, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt Party, or its trustee or receiver, elects within thirty (30) days to continue to perform all of its obligations under this Agreement, or (ii) after any rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause (i) above. All rights of the Parties under this Section 17.3 10.2 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party party may have under this Agreement, Title 11, and any other Applicable LawLaws. The non-Bankrupt Party shall have the right to may perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other TOTAL are, and will otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (the “Title 11Bankruptcy Code”), licenses of rights to “intellectual property” as that term is defined in Title 11the Bankruptcy Code. TOTAL, andas a licensee of such rights under this Agreement, in shall retain and may fully exercise all of its rights and elections under the event that Bankruptcy Code. Upon the filing of a case under Title 11 is commenced by or against either Party AMYRIS or any AMYRIS Affiliate (the “Bankrupt PartyEntity”), including without limitation, AMYRIS Fuels LLC, AB Technologies LLC, and/or AMYRIS Brasil Ltda. (each of such Affiliates, a “Co-Licensor”) under the other Party Bankruptcy Code, then (a) TOTAL shall have all of the rights set forth in Section 365(n) of Title 11 be entitled to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights fullest protections conferred upon licensees under Section 365(n) of Title 11the Bankruptcy Code, if a case or any similar provision; (b) AMYRIS and each Co-Licensor shall perform all of its obligations under Title 11 is commenced by or against this Agreement; (c) the Bankrupt PartyEntity shall immediately, without the other Party shall be entitled need for any further request by TOTAL, or notice or hearing, provide to TOTAL a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property and all embodiments of such intellectual propertyproperty (which embodiments, and the same, if not in the possession of such other Partythroughout this Agreement, shall be promptly delivered to it (i) before this Agreement is rejected by or on behalf of include without limitation, the Bankrupt Party, within thirty (30) days after the other Party’s written request, unless the Bankrupt PartyEscrowed Materials), or its trustee any other information necessary or receiver, elects within thirty desirable for TOTAL to utilize such intellectual property; and (30d) days to continue to perform all AMYRIS and each Co-Licensor shall not interfere with the rights of its obligations under TOTAL as provided in this Agreement, or in any agreement supplementary to this Agreement, to such intellectual property (iiincluding such embodiment), including any right to obtain such intellectual property (and such embodiment) after any rejection of from another entity or person. To the extent AMYRIS and/or a Co-Licensor rejects this Agreement by or on behalf of under the Bankrupt PartyBankruptcy Code and TOTAL elects to retain its rights, if not previously delivered as (x) TOTAL shall have the full rights provided under clause (i) above. All rights of the Parties under this Section 17.3 and to it under Section 365(n) of Title 11 are in addition the Bankruptcy Code; (y) the waivers under Section 365(n)(2)(C) shall apply only to rights of setoff and not in substitution administrative claims arising solely out of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and not to any other Applicable Law. The non-Bankrupt Party shall have the right agreements or instruments, including, without limitation, claims or rights arising out of agreements supplementary to perform the obligations of this Agreement; and (z) the Bankrupt Party hereunder with respect Entity shall, without need for notice or hearing, provide to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to TOTAL any intellectual property (including all embodiments thereofsuch embodiment) held by AMYRIS and/or each Co-licensor and/or any other entity or person, and shall not interfere with the rights of the Bankrupt Party TOTAL as provided in this Agreement, or any Third Party with whom agreement supplementary to this Agreement, to such intellectual property (including such embodiment) including any right to obtain such intellectual property (and such embodiment) from another entity or person. For purposes of this Agreement, the Bankrupt Party contracts term “embodiment” shall mean any and all materials required to perform an obligation be delivered by AMYRIS or a Co-Licensor to TOTAL hereunder and any materials relating to the licenses granted hereunder which, in the course of dealing between the Bankrupt Party Parties under this Agreement, andare customarily delivered, in whatever format (whether electronic, written or otherwise). All written agreements entered into relating to and in connection with the Parties’ performance hereunder from time-to-time, shall be considered agreements “supplementary” to this Agreement for purposes of Section 365(n) of the Bankruptcy Code. AMYRIS and each Co-Licensor acknowledges and agrees that the rights of TOTAL to such intellectual property (and such embodiments) are unique, and that to the extent AMYRIS or a Co-Licensor, or their respective trustees in bankruptcy, were to sell any portion of such intellectual property free and clear of liens, claims or interests, TOTAL would suffer irreparable damages, such that AMYRIS and each Co-Licensor agrees that such sale shall not occur without TOTAL’s express written consent. For the avoidance of doubt, “intellectual property,” as used in this Section 7.E.2, is limited to intellectual property included in the AMYRIS Licensed IP and the Strain Improvement Technology, and any tangible embodiments of such intellectual property, and includes all such intellectual property and tangible embodiments of such intellectual property (provided in the case of the Third PartyStrain Improvement Technology, which is necessary only to the extent, and for the Developmentuses and period, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted workSection 2.A.(i)(b)). (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.

Rights in Bankruptcy. (a) All rights and licenses granted under or pursuant to this Agreement by one Party to the other Lilly and Licensee are, and shall otherwise be deemed to be, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”)U.S. Bankruptcy Code, licenses of rights right to “intellectual property” as *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. defined in Title 11under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, andas licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event that of the commencement of a case under Title 11 is commenced bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”)) under the U.S. Bankruptcy Code, the other Party shall have all of the rights set forth in Section 365(n(a) of Title 11 to the maximum extent permitted thereby. During the Term, each Party shall create and maintain current copies to the extent practicable of all such intellectual property. Without limiting the Parties’ rights under Section 365(n) of Title 11, if a case under Title 11 is commenced by or against the Bankrupt Party, the other Party shall be entitled to a copy complete duplicate of (or complete access to, as appropriate) any and all such intellectual property licensed to such other Party and all embodiments of such intellectual property, and the samewhich, if not already in the possession of such other Party’s possession, shall be promptly delivered to it (ix) before this Agreement is rejected by or on behalf upon any such commencement of the Bankrupt Party, within thirty (30) days after the a bankruptcy proceeding upon such other Party’s written requestrequest therefore, unless the Bankrupt Party, or its trustee or receiver, Party elects within thirty (30) days to continue to perform all of its obligations under this Agreement, Agreement or (iiy) after any if not delivered under clause (x), following the rejection of this Agreement by or on behalf of the Bankrupt Party, if not previously delivered as provided under clause Party upon written request therefore by the other Party and (ib) above. All rights of the Parties under this Section 17.3 and under Section 365(n) of Title 11 are in addition to and not in substitution of any and all other rights, powers, and remedies that each Party may have under this Agreement, Title 11, and any other Applicable Law. The non-Bankrupt Party shall have not unreasonably interfere with the right other Party’s rights to perform intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the obligations other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Lilly Know-How in the case that Lilly is the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the nonand Licensee Know-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it. (b) The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, How in the case of the Third Party, which is necessary for the Development, Regulatory Approval and manufacture of Products and (ii) the right to contract directly with any Third Party described in (i) in this sentence to complete the contracted work. (c) Any intellectual property provided pursuant to the provisions of this Section 17.3 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11. (d) In the event that after the Effective Date Ambrx enters into a license agreement with a Third Party with respect to intellectual property that will be sublicensed to BMS hereunder, Ambrx will use commercially reasonable efforts to enable BMS to receive a direct license from any such Third Party in the event that such license agreement between Ambrx and such Third Party is terminated during the Term solely on account of Ambrx becoming a Bankrupt Party. (e) Notwithstanding anything to the contrary in Article 9, in the event that Ambrx Licensee is the Bankrupt Party, BMS may take appropriate actions in connection with the filing, prosecution, maintenance and enforcement of any Ambrx Patent rights licensed or assigned to BMS under this Agreement without being required to consult with Ambrx before taking any such actions, provided that such actions are consistent with this Agreement.