Common use of Rights in Bankruptcy Clause in Contracts

Rights in Bankruptcy. 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 either Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under the U.S. Bankruptcy Code. The Parties agree that each Party, as 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 of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code (the “Subject Party”), the other Party (the “Non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, shall be promptly delivered to the Non-subject Party (i) upon 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 (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Subject Party upon written request therefor by the Non-subject Party. Lilly agrees that in consideration of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable law.

Rights in Bankruptcy. 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 either Party to the other Party Auxilium and Pfizer are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such 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 of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Subject Party”), a) the other Party (the “Non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the Non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the Non-subject such other Party’s written request therefortherefore, unless the Subject Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Subject Bankrupt Party upon written request therefor therefore by the Non-subject other Party and (b) the Bankrupt Party shall not unreasonably interfere with the other Party. Lilly agrees that ’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in consideration obtaining intellectual property and all embodiments of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreementintellectual property from another entity. The provisions “embodiments” of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute intellectual property includes all tangible, intangible, electronic or other applicable lawembodiments 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 and Pfizer Applied Know-How in the case Pfizer is the Bankrupt Party.

Rights in Bankruptcy. 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 either Party to the other Party Principia and Sanofi are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such certain rights under this Agreement, shall 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 of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Subject Party”), a) the other Party (the “Non-subject Party”) shall will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, shall which, if not already in such other Party’s possession, will be promptly delivered to the Non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the Non-subject such other Party’s written request therefor, unless the Subject Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Subject Bankrupt Party upon written request therefor by the Non-subject other Party and (b) the Bankrupt Party will not interfere with the other Party. Lilly agrees that ’s rights to intellectual property and all embodiments of intellectual property, and will assist and not interfere with the other Party in consideration obtaining intellectual property and all embodiments of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreementintellectual property from another entity. The provisions “embodiments” of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute intellectual property includes all tangible, intangible, electronic or other applicable lawembodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Principia Know-How in the case that Principia is the Bankrupt Party and Sanofi Know-How in the case Sanofi is the Bankrupt Party.

Rights in Bankruptcy. 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 either Party to the other Party Sublicensor are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each PartySublicensee, as licensee sublicensee 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 of the commencement of a bankruptcy proceeding by or against either Party Sublicensor under the U.S. Bankruptcy Code that is not dismissed within sixty (60) days of the “Subject Party”first date of filing, Sublicensor hereby grants to Sublicensee, subject to Sublicensee’s obligations under Section 365(n), a right of access and to obtain possession of and to benefit from each of the other Party following embodiments to the extent related to Sublicensee’s exercise of its license rights to the Compounds and Products in the Sublicense Territory in accordance with this Agreement: (the “Non-subject Party”i) shall be entitled to a complete duplicate copies of (or complete access to, as appropriate) Sublicensor Development Data necessary or reasonably useful for Sublicensee to manufacture, develop and/or commercialize the Compound and/or Product in the Sublicense Territory; and (ii) any such intellectual property and all other embodiments of such intellectual propertyproperty in Sublicensor’s possession and control, which, if not already in Sublicensee’s possession, shall be promptly delivered to the Non-subject Party Sublicensee (ia) upon any such commencement of a bankruptcy proceeding upon the Non-subject PartySublicensee’s reasonable written request therefor, unless the Subject Party Sublicensor elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), following the rejection of this Agreement by Sublicensor upon Sublicensee’s reasonable written request therefor. Recognizing that the embodiments described above may be useful or on behalf necessary to Sublicensor in connection with its continued operation of its business, and that a Third Party may also have a right of access to such embodiment under Section 365(n) of the Subject Party upon written request therefor by the NonBankruptcy Code or applicable non-subject Party. Lilly agrees that in consideration bankruptcy law, where there is a fixed or limited quantity of the rights granted under the license set forth in Section 2.1 it will pay any tangible item of such embodiment described above, Sublicensee shall be entitled to Zosano all royalty and milestone payments which would have been payable under this Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawa pro rata portion thereof.

Rights in Bankruptcy. 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 either one Party to the other Party are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy CodeCode or comparable provision of applicable bankruptcy or insolvency laws, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy CodeCode or comparable provision of applicable bankruptcy or insolvency laws. The Parties agree that each Party, as a Party that is a licensee of such rights under this Agreement, shall Agreement will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy CodeCode or comparable provision of applicable bankruptcy or insolvency laws. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party to this Agreement under the U.S. Bankruptcy Code (the “Subject Party”)or comparable provision of applicable bankruptcy or insolvency laws, the other Party (the “Non-subject Party”) shall will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, shall and same, if not already in its possession, will be promptly delivered to the Non-subject Party it (ia) upon any such commencement of a bankruptcy or insolvency proceeding upon the Non-subject Party’s its written request therefor, unless the Subject bankrupt Party elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under (ia) above, following the rejection of this Agreement by or on behalf of the Subject bankrupt Party upon written request therefor by the Non-subject other Party. Lilly agrees The Parties acknowledge that in consideration of the rights granted under the license set forth granted hereunder by ENDOCEUTICS to AMAG shall survive any Insolvency Event of ENDOCEUTICS. For greater clarity, in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Lilly with respect to the exercise event of an Insolvency Event, ENDOCEUTICS shall not assign its rights under the license granted in Endorecherche Agreement to any person, unless the assignee agrees to accept the assignment of ENDOCEUTICS’ obligations under this Agreement. The provisions of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable law[***] [***].

Rights in Bankruptcy. 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 either Party to the other Party Galapagos and Gilead are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such 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 of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code (the “Subject Party”)Code, the other Party (the “Non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party pursuant to the terms of this Agreement and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the Non-subject Party it (ia) upon any such commencement of a bankruptcy proceeding upon the Non-subject such other Party’s written request therefor, unless the Subject Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), following the rejection of this Agreement by or on behalf of the Subject Bankrupt Party upon written request therefor by the Non-subject other Party. Lilly agrees In the case of an Insolvency that in consideration 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 the same rights and protections afforded by the U.S. Bankruptcy Code, including survival of the rights licenses granted under hereunder even if the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under Bankrupt Party revokes or terminates this Agreement by Lilly with respect to and a copy of the exercise embodiments of its rights under the license granted in this Agreement. The provisions such intellectual property, without conditions other than payment of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawroyalties due hereunder.

Rights in Bankruptcy. 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 either Party to the other Party CureVac and Arcturus are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code, as amended (the “U.S. Bankruptcy Code”), licenses of right rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such 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 of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code or analogous provisions of applicable Law outside the U.S., (the “Subject Party”), a) the other Party (the “Non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the Non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the Non-subject such other Party’s written request therefor, unless the Subject Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Subject Bankrupt Party upon written request therefor by the Non-subject other Party and (b) the Bankrupt Party shall not interfere with the other Party. Lilly agrees that ’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not interfere with the other Party in consideration obtaining intellectual property and all embodiments of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreementintellectual property from another entity. The provisions “embodiments” of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute intellectual property CO-DEVELOPMENT AND CO-COMMERCIALIZATION AGREEMENT between CUREVAC and ARCTURUS Confidential includes all tangible, intangible, electronic or other applicable lawembodiments of rights and licenses hereunder, including all products embodying intellectual property, mRNA Constructs, Products, filings with Regulatory Authorities and related rights and CureVac Know-How in the case that CureVac is the Bankrupt Party and Arcturus Know-How in the case that Arcturus is the Bankrupt Party.

Rights in Bankruptcy. 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 either Party to the other Party Agreement, including without limitation Section 4.5, are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy CodeCode or analogous provisions of Applicable Law outside the United States, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy CodeCode or analogous provisions of Applicable Law outside the United States (hereinafter “IP”). The Parties agree that each Party, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy CodeCode or any other provisions of Applicable Law outside the United States that provide similar protection for IP. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Each Party under the U.S. Bankruptcy Code (the “Subject Party”), hereby grants to the other Party (the “Non-subject Party”) shall be entitled and its Affiliates a right to obtain possession of and to benefit from a complete duplicate of (or complete access to, as appropriate) any such intellectual property IP and all embodiments of such intellectual property, which, if not already in the other Party’s possession, shall be promptly delivered to the Non-subject Party (i) upon any such commencement of a bankruptcy proceeding it upon the Non-subject other Party’s written request therefor. The term “embodiments of intellectual property” includes all tangible, unless electronic or other embodiments of rights and licenses hereunder. Neither Party shall interfere with the Subject exercise by the other Party elects or its Affiliates of rights and licenses to continue IP and embodiments of intellectual property licensed hereunder in accordance with this Agreement and agrees to perform all assist the other Party and its Affiliates to obtain the IP and embodiments of its obligations under intellectual property in the possession or control of Third Parties as reasonably necessary or desirable for the other Party or Affiliates of BI to exercise such rights and licenses in accordance with this Agreement, or (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Subject Party upon written request therefor by the Non-subject Party. Lilly agrees that in consideration of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable law.

Rights in Bankruptcy. 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 either Party to the other Party Onyx and Ono are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such 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 of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Subject Party”), i) the other Party (the “Non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the Non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the Non-subject such other Party’s written request therefor, unless the Subject Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Subject Bankrupt Party upon written request therefor therefore by the Non-subject other Party and (ii) the Bankrupt Party shall not unreasonably interfere with the other Party. Lilly agrees that ’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in consideration obtaining intellectual property and all embodiments of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreementintellectual property from another entity. The provisions “embodiments” of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute intellectual property include all tangible, intangible, electronic or other applicable lawembodiments of rights and licenses hereunder, 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 case that Onyx is the Bankrupt Party, and Ono Technology and Ono’s interest in Joint Patents and Joint Inventions in the case that Ono is the Bankrupt Party.

Rights in Bankruptcy. 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 to either Party under or pursuant to this Agreement by either Party to the other Party are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code (the “Bankruptcy Code”), and any equivalent provision under any other Applicable Law, licenses of right rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy CodeCode and conveyed and effective as of the Effective Date. The Parties acknowledge and agree that the rights and licenses granted by each Party to the other Party under this Agreement are conveyed and effective as of the Effective Date and that each Party, as licensee of such rights under this Agreement, shall will retain and may fully exercise all of its rights and elections as a licensee of intellectual property under the U.S. Bankruptcy Code, or equivalent provision under any other Applicable Law, and is entitled to the maximum protection of the rights and licenses under the Bankruptcy Code of such Applicable Law, including the right to preserve and enforce the licensee benefits set forth in this Agreement. The Parties further agree that, Each Party agrees to notify the other in the event of any insolvency or bankruptcy event that might affect the commencement of a licensed rights hereunder, with the intent to provide notice so that the applicable licensee hereunder would have an opportunity to object to any transfer in bankruptcy proceeding by or against either Party that might seek to reject any pre-existing licenses. Without limitation to the foregoing, the licensee (a) may assert without objection from the licensor that this Agreement is not vulnerable to rejection under the U.S. Bankruptcy Code and that, if rejected, such rejection shall not result in termination of the Agreement or a similar result or effect; (b) shall continue to have and may fully exercise any rights (and make any election) available under Section 365(n) of the “Subject Party”)U.S. Bankruptcy Code or this Agreement; and (c) shall have the right to, and the licensor shall provide and cause to be provided, the other Party (intellectual property licensed hereunder and embodiments thereof, and, the “Non-subject Party”) licensor shall be entitled not interfere with the licensee’s rights and licenses with respect to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, shall be promptly delivered thereof. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with repect to the Non-subject Party (i) upon 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 (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Subject Party upon written request therefor by the Non-subject Party. Lilly agrees that in consideration of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawomitted portions.

Rights in Bankruptcy. The occurrence of an Insolvency Event with in respect to Zosanoof PCYC, will not, in itself, impact either Party’s license rights under this Agreement, or nor adversely impact the right of Zosano PCYC to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either a Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under the U.S. Bankruptcy Code. The Parties agree that each Party, as 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 of the commencement of a bankruptcy proceeding by or against either a Party under the U.S. Bankruptcy Code (the “Subject PartyParty subject to such proceeding”), the other Party (the “Nonnon-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, shall be promptly delivered to the Nonnon-subject Party (i) upon any such commencement of a bankruptcy proceeding upon the Nonnon-subject Party’s written request therefor, unless the Subject Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Subject Party subject to such proceeding upon written request therefor therefore by the Nonnon-subject Party. Lilly Novo Nordisk agrees that in consideration of the rights granted under the license set forth in Section 2.1 2.01 and PCYC’s other obligations under this Agreement, it will pay to Zosano PCYC all royalty and milestone payments which would have been payable under this Agreement by Lilly with Novo Nordisk in respect to of the exercise of its rights under the license granted in this Agreement. The provisions of this Section 9.5.8 9.03 are without prejudice to any rights that either a Party may have arising under any applicable insolvency statute or other applicable law.

Rights in Bankruptcy. 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 either Party to the other Party Auxilium and Sobi are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such 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 of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Subject Party”), a) the other Party (the “Non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the Non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the Non-subject such other Party’s written request therefortherefore, unless the Subject Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Subject Bankrupt Party upon written request therefor therefore by the Non-subject other Party and (b) the Bankrupt Party shall not unreasonably interfere with the other Party. Lilly agrees that ’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in consideration obtaining intellectual property and all embodiments of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreementintellectual property from another entity. The provisions “embodiments” of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute intellectual property includes all tangible, intangible, electronic or other applicable lawembodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Bulk Product, Finished Product, filings with Regulatory Authorities and related rights and Auxilium Know-How in the case that Auxilium is the Bankrupt Party and Sobi Applied Know-How in the case Sobi is the Bankrupt Party.

Rights in Bankruptcy. 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 either Party to the other Party Agenus and Licensee are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such certain rights under this Agreement, shall 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 of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Subject Party”), a) the other Party (the “Non-subject Party”) shall will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, shall which, if not already in such other Party’s possession, will be promptly delivered to the Non-subject Party it (i) upon any such commencement of a bankruptcy proceeding upon the Non-subject such other Party’s written request therefortherefore, unless the Subject Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (ii) if not delivered under clause (i) above), following the rejection of this Agreement by or on behalf of the Subject Bankrupt Party upon written request therefor therefore by the Non-subject other Party. Lilly agrees that , and (b) the Bankrupt Party will not unreasonably interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and will assist and not unreasonably interfere with the other Party in consideration obtaining intellectual property and all embodiments of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreementintellectual property from another entity. The provisions “embodiments” of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute intellectual property includes all tangible, intangible, electronic, or other applicable lawembodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Licensed Products, filings with Regulatory Authorities and related rights and Agenus Know-How in the case that Agenus is the Bankrupt Party and Licensee Know-How in the case Licensee is the Bankrupt Party.

Rights in Bankruptcy. 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 either Party to the other Party Medarex or BioTie are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. United States Bankruptcy Code, licenses of right rights to “intellectual property” as defined under Section 101 of the U.S. United States Bankruptcy Code. The Parties agree that each Partythe CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. Parties, as licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under under, as applicable, the U.S. United States Bankruptcy CodeCode or the Finnish Bankruptcy and Insolvency Act. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either a Party under under, as applicable, the U.S. United States Bankruptcy Code (or the “Subject Party”)Finnish Bankruptcy and Insolvency Act, the other Party (the “Non-subject Party”) hereto that is not a party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, which, if not already in the non-subject Party’s possession, shall be promptly delivered to the Non-subject Party it (ia) upon any such commencement of a bankruptcy proceeding upon the Nonnon-subject Party’s written request therefor, unless the Subject Party elects subject to continue such proceeding continues to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (ia) above, following the rejection of this Agreement by or on behalf of the Subject Party subject to such proceeding upon written request therefor by the Nonnon-subject Party. Lilly agrees that in consideration of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable law.

Rights in Bankruptcy. The occurrence Parties intend to take advantage of an Insolvency Event with respect 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 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 milestonesmaximum extent permitted by law. All rights and licenses granted under or pursuant to this Agreement by either Party Agreement, but only to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, extent they constitute licenses of a right to “intellectual property” as defined under in Section 101 of the U.S. Bankruptcy Code, 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 Parties agree that each Party, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the U.S. Bankruptcy CodeCode or any analogous provisions in any other country or jurisdiction, including the right to obtain the intellectual property from another entity. The Parties further agree that, in In the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code (the “Subject Party”)or any analogous provisions in any other country or jurisdiction, the other Party (the “Non-that is not subject Party”) to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any all such intellectual property and (including all embodiments of such intellectual property), shall be promptly delivered to which, if not already in the Non-subject Party (i) upon any such commencement of a bankruptcy proceeding upon the Nonnon-subject Party’s written request thereforpossession, unless shall be [***] delivered to it upon [***]. Unless and until the Subject subject Party elects to continue to perform all of its obligations under rejects this Agreement, or (ii) if not delivered under (i) above, following the rejection of subject Party shall perform this Agreement by or on behalf provide the intellectual property (including all embodiments of such intellectual property) to the Subject Party upon written request therefor by the Nonnon-subject Party. Lilly agrees that in consideration , 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. 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-subject 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 under hereunder even if the license set forth in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under subject Party revokes or terminates this Agreement by Lilly with respect to and a copy of the exercise embodiments of its rights under the license granted in this Agreement. The provisions such intellectual property, without conditions other than any legally required payment of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawroyalties.

Rights in Bankruptcy. The occurrence of an Insolvency Event with in respect to Zosanoof PCYC, will not, in itself, impact either Party’s 's license rights under this Agreement, or nor adversely impact the right of Zosano PCYC to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either a Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under the U.S. Bankruptcy Code. The Parties agree that each Party, as 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 of the commencement of a bankruptcy proceeding by or against either a Party under the U.S. Bankruptcy Code (the “Subject PartyParty subject to such proceeding”), the other Party (the “Nonnon-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, shall be promptly delivered to the Nonnon-subject Party (i) upon any such commencement of a bankruptcy proceeding upon the Nonnon-subject Party’s 's written request therefor, unless the Subject Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Subject Party subject to such proceeding upon written request therefor therefore by the Nonnon-subject Party. Lilly Novo Nordisk agrees that in consideration of the rights granted under the license set forth in Section 2.1 2.01 and PCYC's other obligations under this Agreement, it will pay to Zosano PCYC all royalty and milestone payments which would have been payable under this Agreement by Lilly with Novo Nordisk in respect to of the exercise of its rights under the license granted in this Agreement. The provisions of this Section 9.5.8 9.03 are without prejudice to any rights that either a Party may have arising under any applicable insolvency statute or other applicable law.

Rights in Bankruptcy. 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 either Party to the other Party are, Licensee or AstraZeneca are and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy CodeCode or any analogous provisions in any other country or jurisdiction, licenses of right to “"intellectual property” " as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Partythe Parties, as licensee licensees of such rights under this Agreement, shall retain and may fully exercise all of its their rights and elections under the U.S. Bankruptcy CodeCode or any analogous provisions in any other country or jurisdiction. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code (the “Subject Party”)or any analogous provisions in any other country or jurisdiction, the other Party (the “Non-subject Party”) hereto that is not a Party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, which, if not already in the non-subject Party’s possession, shall be promptly delivered to the Non-subject Party it (i) upon any such commencement of a bankruptcy proceeding upon the Nonnon-subject Party’s written request therefor, unless the Subject Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, Agreement or (ii) if not delivered under clause (i) above, following the rejection of this Agreement by or on behalf of the Subject Party subject to such proceeding upon written request therefor by the Nonnon-subject Party. Lilly agrees that in consideration of the rights granted under the license set forth in Section 2.1 it will pay to Zosano all royalty CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ***Text Omitted and milestone payments which would have been payable under this Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable law.Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2

Rights in Bankruptcy. 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 any section of this Agreement by either Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy CodeCode or comparable provision of applicable bankruptcy or insolvency laws, licenses of right rights to “intellectual property” as defined under Section 101(35A) of the U.S. Bankruptcy CodeCode or comparable provision of applicable bankruptcy or insolvency laws. The Parties shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code or comparable provision of 87 applicable bankruptcy or insolvency laws. The Parties agree that each Party, as a Party that is a licensee of such rights under this Agreement, Agreement shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree thatCode or comparable provision of applicable bankruptcy or insolvency laws, in the event of the and that upon commencement of a bankruptcy proceeding by or against either the licensing Party (such Party, the “Involved Party”) under the U.S. Bankruptcy Code (the “Subject Party”)or comparable provision of applicable bankruptcy or insolvency laws, the other Party (such Party, the “Non-subject Noninvolved Party”) shall be entitled to a complete duplicate of (or complete access toto (as such Noninvolved Party deems appropriate), as appropriate) any such intellectual property and all embodiments of such intellectual property, provided the Noninvolved Party continues to fulfill its payment or royalty obligations as specified herein in full. Such intellectual property and all embodiments thereof shall be promptly delivered to the Non-subject Noninvolved Party (ia) upon any such commencement of a bankruptcy proceeding upon the Non-subject Party’s written request therefortherefor by the Noninvolved Party, unless the Subject Involved Party elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under (ia) above, following upon the rejection of this Agreement by or on behalf of the Subject Involved Party upon written request therefor by the Non-subject Noninvolved Party. Lilly agrees that in consideration of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 9.5.8 are foregoing is without prejudice to any rights that either the Noninvolved Party may have arising under any the U.S. Bankruptcy Code or comparable provision of applicable bankruptcy or insolvency statute laws, or other applicable lawApplicable Laws and Regulations.

Rights in Bankruptcy. 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 either Party to the other Party Galapagos and Gilead are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such 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 of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code (the “Subject Party”)Code, the other Party (the “Non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the Non-subject Party it (ia) upon any such commencement of a bankruptcy proceeding upon the Non-subject such other Party’s written request therefor, unless the Subject Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), following the rejection of this Agreement by or on behalf of the Subject Bankrupt Party upon written request therefor by the Non-subject other Party. Lilly agrees The Parties acknowledge and agree that in consideration of the rights granted under milestones and royalties to be paid pursuant to Article 8, only the license set forth sales milestones contained in Sections 8.2(c) and the royalties contained in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Lilly 8.3 shall constitute royalties within the meaning of Bankruptcy Code § 365(n) with respect to the exercise licenses of its rights under the license granted in this Agreement. The provisions of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable lawintellectual property hereunder.

Rights in Bankruptcy. 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 either Party to the other Party Galapagos and Gilead are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such 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 of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code (the “Subject Party”)Code, the other Party (the “Non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the Non-subject Party it (ia) upon any such commencement of a bankruptcy proceeding upon the Non-subject such other Party’s written request therefor, unless the Subject Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under clause (i) abovea), following the rejection of this Agreement by or on behalf of the Subject Bankrupt Party upon written request therefor by the Non-subject other Party. Lilly agrees The Parties acknowledge and agree that in consideration of the rights granted under milestones and royalties to be paid pursuant to Article 8, only the license set forth sales milestones contained in Sections 8.2(c) and the royalties contained in Section 2.1 it will pay to Zosano all royalty and milestone payments which would have been payable under this Agreement by Lilly 8.3 shall constitute royalties within the meaning of Bankruptcy Code § 365(n) with respect to the exercise licenses of its rights under the license granted in this intellectual property hereunder. Amended and Restated License and Collaboration Agreement. The provisions of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable law.

Rights in Bankruptcy. 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 either Party to the other Party Auxilium and Asahi are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy CodeCode (and of any similar provisions of Laws under any other jurisdiction), licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy CodeCode and under any similar provisions of Law under any other jurisdiction. The Parties further agree that, in the event of the commencement of a 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 Law under any other jurisdiction, (the “Subject Party”), a) the other Party (the “Non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the Non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the Non-subject such other Party’s written request therefor, unless the Subject Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Subject Bankrupt Party upon written request therefor by the Non-subject other Party and (b) the Bankrupt Party shall not unreasonably interfere with the other Party. Lilly agrees that ’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in consideration obtaining intellectual property and all embodiments of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreementintellectual property from another entity. The provisions “embodiments” of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute intellectual property includes all tangible, intangible, electronic or other applicable lawembodiments 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 and Asahi Applied Know-How in the case Asahi is the Bankrupt Party.

Rights in Bankruptcy. 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 either Party to the other Party Brickell and Kaken are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such 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 of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Subject Party”), a) the other Party (the “Non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the Non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the Non-subject such other Party’s written request therefortherefore, unless the Subject Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Subject Bankrupt Party upon written request therefor therefore by the Non-subject other Party and (b) the Bankrupt Party shall not unreasonably interfere with the other Party. Lilly agrees that ’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in consideration obtaining intellectual property and all embodiments of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreementintellectual property from another entity. The provisions “embodiments” of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute intellectual property includes all tangible, intangible, electronic or other applicable lawembodiments 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 and Kaken Applied Know-How in the case Kaken is the Bankrupt Party.

Rights in Bankruptcy. 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 either Party to the other Party Lilly and Licensee are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such 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 of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Subject Party”), a) the other Party (the “Non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the Non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the Non-subject such other Party’s written request therefortherefore, unless the Subject Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Subject Bankrupt Party upon written request therefor therefore by the Non-subject other Party and (b) the Bankrupt Party shall not unreasonably interfere with the other Party. Lilly agrees that ’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in consideration obtaining intellectual property and all embodiments of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreementintellectual property from another entity. The provisions “embodiments” of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute intellectual property includes all tangible, intangible, electronic or other applicable lawembodiments 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 and Licensee Know-How in the case Licensee is the Bankrupt Party.

Rights in Bankruptcy. 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 any section of this Agreement by either Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy CodeCode or comparable provision of applicable bankruptcy or insolvency laws, licenses of right rights to “intellectual property” as defined under Section 101(35A) of the U.S. Bankruptcy CodeCode or comparable provision of applicable bankruptcy or insolvency laws. The Parties shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code or comparable provision of applicable bankruptcy or insolvency laws. The Parties agree that each Party, as a Party that is a licensee of such rights under this Agreement, Agreement shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree thatCode or comparable provision of applicable bankruptcy or insolvency laws, in the event of the and that upon commencement of a bankruptcy proceeding by or against either the licensing Party (such Party, the “Involved Party”) under the U.S. Bankruptcy Code (the “Subject Party”)or comparable provision of applicable bankruptcy or insolvency laws, the other Party (such Party, the “Non-subject Noninvolved Party”) shall be entitled to a complete duplicate of (or complete access toto (as such Noninvolved Party deems appropriate), as appropriate) any such intellectual property and all embodiments of such intellectual property, provided the Noninvolved Party continues to fulfill its payment or royalty obligations as specified herein in full. Such intellectual property and all embodiments thereof shall be promptly delivered to the Non-subject Noninvolved Party (ia) upon any such commencement of a bankruptcy proceeding upon the Non-subject Party’s written request therefortherefor by the Noninvolved Party, unless the Subject Involved Party elects to continue to perform all of its obligations under this Agreement, Agreement or (iib) if not delivered under (ia) above, following upon the rejection of this Agreement by or on behalf of the Subject Involved Party upon written request therefor by the Non-subject Noninvolved Party. Lilly agrees that in consideration of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 9.5.8 are foregoing is without prejudice to any rights that either the Noninvolved Party may have arising under any the U.S. Bankruptcy Code or comparable provision of applicable bankruptcy or insolvency statute laws, or other applicable lawApplicable Laws and Regulations.

Rights in Bankruptcy. 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 either Party to the other Party Hengrui and Incyte are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such 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 of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Subject Party”), a) the other Party (the “Non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the Non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the Non-subject such other Party’s written request therefortherefore, unless the Subject Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Subject Bankrupt Party upon written request therefor therefore by the Non-subject other Party and (b) the Bankrupt Party shall not unreasonably interfere with the other Party. Lilly agrees that ’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in consideration obtaining intellectual property and all embodiments of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreementintellectual property from another entity. The provisions “embodiments” of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute intellectual property includes all tangible, intangible, electronic or other applicable lawembodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Products, filings with Regulatory Authorities and related rights and Hengrui Know-How in the case that Hengrui is the Bankrupt Party.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect All licenses and rights 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 either the Bankrupt Party to the other Non-Bankrupt Party are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. United States Bankruptcy Code (the "Bankruptcy Code"), licenses of right rights to “"intellectual property” " as defined under Section 101(35A) of the U.S. Bankruptcy Code and that all Development Milestone Payments, Sales Milestone Payments, and Royalties will be "royalties" under the Bankruptcy Code. The Parties agree that each the Non-Bankrupt Party, as a licensee of such rights under this Agreement, shall 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 of the that upon commencement of a bankruptcy proceeding by or against either the Bankrupt Party under the U.S. Bankruptcy Code (the “Subject Party”)Code, the other Party (the “Non-subject Party”) shall Bankrupt Party will be entitled to a complete duplicate of (of, or complete access toto (as the Non-Bankrupt Party deems appropriate), as appropriate) any all such intellectual property and all embodiments of such intellectual property, shall . Such intellectual property and all embodiments of such intellectual property will be promptly delivered to the Non-subject Bankrupt Party (ia) upon any such commencement of a bankruptcy proceeding and upon written request by the Non-subject Bankrupt Party’s written request therefor, unless the Subject Bankrupt Party elects to continue to perform all of its obligations under this Agreement, or (iib) if not delivered under (ia) above, following upon the rejection of this Agreement by or on behalf of the Subject Bankrupt Party and upon written request therefor by the Non-subject Bankrupt Party. Lilly The Bankrupt Party (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) agrees that in consideration of the rights granted under the license set forth in Section 2.1 it will pay not to Zosano all royalty and milestone payments which would have been payable under this Agreement by Lilly interfere with respect to the exercise by the Non-Bankrupt Party or its Affiliates of its rights under and licenses to such intellectual property and such embodiments of intellectual property in accordance with this Agreement, and agrees to assist the license granted Non-Bankrupt Party and its Affiliates in obtaining such 118 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 of this Section 9.5.8 are without prejudice to any rights that either the Non-Bankrupt Party may have arising under any applicable insolvency statute the Bankruptcy Code or other applicable lawApplicable Law.

Rights in Bankruptcy. 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 either Party Immatics to the other Party BMS are, and shall will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each PartyBMS, as licensee of such certain rights under this Agreement, shall 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 of the commencement of a bankruptcy proceeding by or against either Party Immatics (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Subject Party”), a) the other Party (the “Non-subject Party”) shall will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, shall which, if not already in such other Party’s possession, will be promptly delivered to the Non-subject Party it (i) upon any such commencement of a bankruptcy proceeding upon the Non-subject such other Party’s written request therefortherefore, unless the Subject Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (ii) if not delivered under clause (i) above), following the rejection of this Agreement by or on behalf of the Subject Bankrupt Party upon written request therefor therefore by the Non-subject other Party. Lilly agrees that , and (b) the Bankrupt Party will not unreasonably interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and will assist and not unreasonably interfere with the other Party in consideration obtaining intellectual property and all embodiments of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreementintellectual property from another entity. The provisions “embodiments” of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute intellectual property includes all tangible, intangible, electronic, or other applicable lawembodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Licensed Products, filings with Regulatory Authorities and related rights, including Immatics Know-How.

Rights in Bankruptcy. 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 either Party to the other Party Onyx and Ono are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such 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 of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Subject Party”), i) the other Party (the “Non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the Non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the Non-subject such other Party’s written request therefor, unless the Subject Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) 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 (i) abovex), following the rejection of this Agreement by or on behalf of the Subject Bankrupt Party upon written request therefor therefore by the Non-subject other Party and (ii) the Bankrupt Party shall not unreasonably interfere with the other Party. Lilly agrees that ’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in consideration obtaining intellectual property and all embodiments of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreementintellectual property from another entity. The provisions “embodiments” of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute intellectual property include all tangible, intangible, electronic or other applicable lawembodiments of rights and licenses hereunder, 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 case that Onyx is the Bankrupt Party, and Ono Technology and Ono’s interest in Joint Patents and Joint Inventions in the case that Ono is the Bankrupt Party.

Rights in Bankruptcy. 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 either Party to the other Party Xencor and Aimmune are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such 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 of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Subject Party”), a) the other Party (the “Non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the Non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the Non-subject such other Party’s written request therefortherefore, unless the Subject Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Subject Bankrupt Party upon written request therefor therefore by the Non-subject other Party and (b) the Bankrupt Party shall not unreasonably interfere with the other Party. Lilly agrees that ’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in consideration obtaining intellectual property and all embodiments of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreementintellectual property from another entity. The provisions “embodiments” of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute intellectual property includes all tangible, intangible, electronic or other applicable lawembodiments 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 and Aimmune Know-How in the case Aimmune is the Bankrupt Party.

Rights in Bankruptcy. The occurrence of an Insolvency Event with respect to Zosano, will not, in itself, impact either Party’s license rights under this Agreement, or nor adversely impact the right of Zosano to receive royalties or milestones. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under the U.S. Bankruptcy Code. The Parties agree that each Party, as 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 of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code (the “Subject PartyParty subject to such proceeding”), the other Party (the “Nonnon-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, shall be promptly delivered to the Nonnon-subject Party (i) upon any such commencement of a bankruptcy proceeding upon the Nonnon-subject Party’s written request therefor, unless the Subject Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of the Subject Party subject to such proceeding upon written CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. request therefor by the Nonnon-subject Party. Lilly In addition, in the 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 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 Agreement by Lilly Novo Nordisk with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 9.5.8 13.7 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable law.

Rights in Bankruptcy. 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 either Party to the other Party Medivation and Partner are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such 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 of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Subject Party”), a) the other Party (the “Non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the Non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the Non-subject such other Party’s written request therefor, unless the Subject Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Subject Bankrupt Party upon written request therefor by the Nonother Party and (b) 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 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 Medivation Know-subject How in the case that Medivation is the Bankrupt Party and Partner Know-How in the case Partner is the Bankrupt Party. Lilly agrees that in consideration of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreement. The provisions of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute or other applicable law[ * ] = 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.

Rights in Bankruptcy. 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 either Party to the other Party Auxilium and Actelion are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of such 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 of the commencement of a bankruptcy proceeding by or against either a Party (such Party, the “Bankrupt Party”) under the U.S. Bankruptcy Code Code, (the “Subject Party”), a) the other Party (the “Non-subject Party”) shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property licensed to such other Party and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to the Non-subject Party it (ix) upon any such commencement of a bankruptcy proceeding upon the Non-subject such other Party’s written request therefortherefore, unless the Subject Bankrupt Party elects to continue to perform all of its obligations under this Agreement, Agreement or (iiy) if not delivered under clause (i) abovex), following the rejection of this Agreement by or on behalf of the Subject Bankrupt Party upon written request therefor therefore by the Non-subject other Party and (b) the Bankrupt Party shall not unreasonably interfere with the other Party. Lilly agrees that ’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not unreasonably interfere with the other Party in consideration obtaining intellectual property and all embodiments of the 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 Agreement by Lilly with respect to the exercise of its rights under the license granted in this Agreementintellectual property from another entity. The provisions “embodiments” of this Section 9.5.8 are without prejudice to any rights that either Party may have arising under any applicable insolvency statute intellectual property includes all tangible, intangible, electronic or other applicable lawembodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Bulk Product, Finished Product, filings with Regulatory Authorities and related rights and Auxilium Know-How in the case that Auxilium is the Bankrupt Party and Actelion Applied Know-How in the case Actelion is the Bankrupt Party.