Common use of Termination for Bankruptcy Clause in Contracts

Termination for Bankruptcy. To the extent permitted under applicable Laws, if at any time during the Term of this Agreement, an Event of Bankruptcy (as defined below) relating to either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement upon sixty (60) days written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant to any statute or regulation of any state or country, (i) a petition in bankruptcy or insolvency, (ii) for reorganization or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing or being a party to any dissolution or liquidation when insolvent; or (d) making an assignment for the benefit of creditors. Without limitation, the Bankrupt Party’s rights under this Agreement shall include those rights afforded by 11 USAC. § 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”) and any successor thereto. If the bankruptcy trustee of a Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. § 365(o) of the Bankruptcy Code, the Non-Bankrupt Party may elect to retain its rights licensed from the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. § 365(n) of the Bankruptcy Code, and any other relevant Laws.

Termination for Bankruptcy. To the extent permitted under applicable Laws, if at any time during the Term of this Agreement, an Event of Bankruptcy (as defined belowa) relating to either Either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to may terminate this Agreement in its entirety upon sixty (60) days providing written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt other Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee on or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant to any statute or regulation of any state or country, (i) a petition in bankruptcy or insolvency, (ii) for reorganization or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing or being time that such other Party makes a party to any dissolution or liquidation when insolvent; or (d) making an general assignment for the benefit of creditors. Without limitation, files an insolvency petition in bankruptcy, petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets, commences under the laws of any jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any other similar proceeding for the release of financially distressed debtors, or becomes a party to any proceeding or action of the type described above (each, an “Insolvency Event”), and such proceeding or action remains un-dismissed or un-stayed for a period of more than ninety (90) days. (b) All rights and licenses granted under or pursuant to this Agreement, including, for the avoidance of doubt, the Bankrupt Party’s rights under this Agreement licenses granted pursuant to Sections 2.1 and 2.2, are, and shall include those rights afforded by 11 USAC. § otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Bankruptcy U.S. Code and other similar laws in any jurisdiction outside the U.S. (collectively, the “Bankruptcy CodeLaws”) and any successor thereto), licenses of rights to “intellectual property” as defined under the Bankruptcy Laws. If a case is commenced during the bankruptcy trustee of Agreement Term by or against a Bankrupt Party under Bankruptcy Laws then, unless and until this Agreement is rejected as a debtor or provided pursuant to such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession rejects possession) and its successors and assigns (including a Title 11 trustee) shall perform all of the obligations in this Agreement intended to be performed by such Party. If a case is commenced during the Agreement Term by or against a Party under 11 USAC. § 365(o) of the Bankruptcy CodeLaws, this Agreement is rejected as provided for under the NonBankruptcy Laws, and the non-Bankrupt bankrupt Party may elect elects to retain its rights licensed from hereunder as provided for under the Bankrupt Bankruptcy Laws, then the Party hereunder subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and any other supplementary agreements hereto) its successors and assigns (including a Title 11 trustee), shall provide to the non-bankrupt Party copies of all Patent Rights and Information necessary for the duration non-bankrupt Party to prosecute, maintain and enjoy its rights under the terms of this Agreement and avail itself of all rights Agreement. All rights, powers and remedies of the non-bankrupt Party as provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws. In particular, it is the intention and understanding of the Parties to this Agreement that the rights granted to the full extent contemplated by Parties under this Agreement Section 10.5 are essential to the Parties’ respective businesses and 11 USAC. § 365(n) of the Bankruptcy Code, and any other relevant LawsParties acknowledge that damages are not an adequate remedy.

Termination for Bankruptcy. To the extent permitted under applicable LawsLaw, if at any time during the Term of this AgreementTerm, an Event of Bankruptcy (as defined below) relating to either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Other Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement upon sixty (60) days written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt Other Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Other Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (ai) filing, filing in any court or agency pursuant to any statute or regulation of any state or country, (i) a petition in bankruptcy or insolvency, (ii) insolvency or for reorganization or (iii) for an arrangement or for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (bii) with respect to the proposing a written agreement of composition or extension of a Bankrupt Party, ’s debts; (iii) being served with an involuntary petition against the Bankrupt Party, filed in any insolvency proceeding, which and such petition is shall not be dismissed within sixty (60) days after the filing thereof; (civ) proposing or being a party to any dissolution or liquidation when insolvent; or (dv) making an assignment for the benefit of creditors. Without limitation, the Bankrupt Party’s rights under this Agreement shall include those rights afforded by 11 USAC. U.S.C. § 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”) and any successor thereto. If the bankruptcy trustee of a Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. U.S.C. § 365(o) of the Bankruptcy Code, the Non-Bankrupt Other Party may elect to retain its rights licensed from the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. U.S.C. § 365(n) of the Bankruptcy Code, and any other relevant Lawslaws.

Termination for Bankruptcy. To the extent permitted under applicable LawsEither Party may terminate this Agreement in its entirety, upon written notice, if at any time during the Term of this Agreement, an Event of Bankruptcy (as defined below) relating to either Party (the “Bankrupt Party”) occurs, the other Party (ceases to function as a going concern, makes an assignment for the “Non-Bankrupt Party”) shall havebenefit of creditors, files a voluntary petition in addition to all other legal and equitable rights and remedies available hereunderbankruptcy, the option to terminate this Agreement upon sixty (60) days written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt Party does not elect to terminate this Agreement upon the occurrence of has an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant to any statute or regulation of any state or country, (i) a involuntary petition in bankruptcy or insolvency, (ii) for reorganization or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition against it that is not dismissed within sixty (60) days after Business Days, admits in writing its inability to pay its debts as they become due or if an encumbrances takes possession, custody or control or a receiver is appointed over substantially all of the filing thereof; (c) proposing property or being a party assets of such other Party. All rights and licenses granted under or pursuant to any dissolution or liquidation when insolvent; or (d) making an assignment for the benefit of creditors. Without limitation, the Bankrupt Party’s rights under this Agreement shall include those rights afforded by 11 USAC. § one Party to the other Party are, for all purposes of Section 365(n) of the United States Bankruptcy Title 11, U.S. Code (the “Bankruptcy Code”) and any successor thereto. If the bankruptcy trustee ), licenses of a Bankrupt Party rights to “intellectual property” as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. § 365(o) of defined in the Bankruptcy Code. As a licensee of such rights under this Agreement, the Non-Bankrupt a Party shall retain, and may elect to retain fully exercise, all of its rights licensed from and elections under the Bankrupt Bankruptcy Code. If a Bankruptcy Code case is commenced by or against a Party hereunder (the “Bankruptcy Party”), and any other supplementary agreements hereto) for the duration of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. § 365(n) of is rejected as provided in the Bankruptcy Code, and the Bankruptcy Party elects to retain its rights hereunder as provided in the Bankruptcy Code, then the Bankruptcy Party (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, a Bankruptcy Code trustee) shall take such steps as are necessary to permit the other relevant LawsParty to exercise its rights under this Agreement. All rights, powers and remedies of the non-Bankruptcy Party provided under this provision are in addition to, and not in substitution for, any and all other rights, powers and remedies now or hereafter existing at law or in equity (including, without limitation, the Bankruptcy Code) in the event of any such commencement of a bankruptcy proceeding by or against a Bankruptcy Party.

Termination for Bankruptcy. To the extent permitted under applicable Laws, if If at any time during the Term term of this Agreement, an Event of Bankruptcy (as defined below) relating to either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Other Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement upon sixty (60) days [ * ] days’ written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt Other Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Other Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein, and in the event that Exelixis is the Bankrupt Party, the operation of the JRC shall immediately cease. The term “Event of Bankruptcy” means: (a) filing, filing in any court or agency pursuant to any statute or regulation of any state or country, (i) a petition in bankruptcy or insolvency, (ii) insolvency or for reorganization or (iii) for an arrangement or for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the proposing a written agreement of composition or extension of a Bankrupt Party, ’s debts; (c) being served with an involuntary petition against the Bankrupt Party, filed in any insolvency proceeding, which and such petition is shall not be dismissed within sixty (60) [ * ] days after the filing thereof; (cd) proposing or being a party to any dissolution or liquidation when insolvent; or (de) making an assignment for the benefit of creditors. Without limitation, the Bankrupt Party’s rights under this Agreement shall include those rights afforded by 11 USAC. U.S.C. § 365(n) of the United States Bankruptcy Code (the “Bankruptcy CodeUSBC”) and any successor thereto. If the bankruptcy trustee of a Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. U.S.C. § 365(o) of the Bankruptcy CodeUSBC, the Non-Bankrupt Other Party may elect to retain its rights licensed from the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. U.S.C. § 365(n) of the Bankruptcy CodeUSBC, and any other relevant Lawslaws. [ * ] = 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.

Termination for Bankruptcy. To 10.3.1. A Party may terminate this Agreement in its entirety upon providing written notice to the extent permitted other Party on or after the time that such other Party makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy, consents to an order for relief in connection with an involuntary petition in bankruptcy filed against such Party (or an involuntary petition in bankruptcy filed against such Party remains un-dismissed or un-stayed for a period of more than sixty (60) days), petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets, commences under applicable Lawsthe laws of any jurisdiction any proceeding involving its insolvency, if at bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any time during other similar proceeding for the Term release of financially distressed debtors, or becomes a party to any proceeding or action of the type described above (each, an “Insolvency Event”). 10.3.2. All rights and licenses now or hereafter granted under or pursuant to any Section of this Agreement, an Event of Bankruptcy Agreement are rights to “intellectual property” (as defined belowin Section 101(35A) relating of Title 11 of the United States Code, as amended (such Title 11, the “Bankruptcy Code”)). In the event this Agreement is rejected under Section 365 of the Bankruptcy Code by or on behalf of a Party (including by any receiver, trustee or similar officer appointed with respect to either such Party), such Party (the “Bankrupt Licensor Party”) occurs, hereby grants to the other Party (the “Non-Bankrupt Licensee Party”) shall have), in addition to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement upon sixty (60) days written notice subject to the Bankrupt Licensee Party. It is agreed ’s obligations under Sections 365(n)(2)(A) and understood that if the Non-Bankrupt Party does not elect (B), a right of access and to terminate this Agreement upon the occurrence obtain possession of an Event and to benefit from embodiments of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency intellectual property pursuant to any statute or regulation of any state or country, (i) a petition in bankruptcy or insolvency, (ii) for reorganization or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing or being a party to any dissolution or liquidation when insolvent; or (d) making an assignment for the benefit of creditors. Without limitation, the Bankrupt Party’s rights under this Agreement shall include those rights afforded by 11 USAC. § Section 365(n) of the United States Bankruptcy Code (including Know-How Controlled by the “Bankruptcy Code”) and any successor thereto. If the bankruptcy trustee Licensor Party with respect to Licensed Compounds or Licensed Products), all of a Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. § 365(o) which constitute embodiments of the Bankruptcy Code, the Non-Bankrupt Party may elect intellectual property pursuant to retain its rights licensed from the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. § Section 365(n) of the Bankruptcy Code, ) to the extent related to the Licensee Party’s exercise of its license rights to any Licensed Compound or Licensed Product or otherwise related to any rights or licenses granted to the Licensee Party under or pursuant to any Section of this Agreement. The Licensor Party agrees not to interfere with the Licensee Party’s exercise under the Bankruptcy Code of rights and any other relevant Lawslicenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement.

Termination for Bankruptcy. To the extent permitted under applicable Laws, if at any time during the Term of this Agreement, an Event of Bankruptcy (as defined below) relating to either Either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Party”) hereto shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement upon sixty (60) days written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant this Agreement forthwith by written notice to any statute or regulation of any state or country, the other Party (i) if the other Party is declared insolvent or bankrupt by a petition in bankruptcy or insolvencycourt of competent jurisdiction, (ii) for reorganization if a voluntary or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition in bankruptcy is filed in any insolvency proceeding, which court of competent jurisdiction against the other Party and such petition is not dismissed within sixty ninety (6090) days after filing, (iii) if the filing thereof; (c) proposing other Party shall make or being a party to any dissolution or liquidation when insolvent; or (d) making execute an assignment of substantially all of its assets for the benefit of creditors, or (iv) substantially all of the assets of such other Party are seized or attached and not released within ninety (90) days thereafter. Without limitation, the Bankrupt Party’s All rights and licenses granted under this Agreement shall include those rights afforded by 11 USAC. § 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”) and any successor thereto. If the bankruptcy trustee of a Bankrupt one Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. § 365(o) of the Bankruptcy Code, the Non-Bankrupt Party may elect to retain its rights licensed from the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement other Party are, and 11 USAC. § shall otherwise be deemed for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 (56) of the Bankruptcy Code. The Parties agree that the licensing Party under this Agreement shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code in the event of a bankruptcy by the other Party. The Parties further agree that in the event of the commencement of a bankruptcy proceeding by or against one Party under the Bankruptcy Code, the other Party shall be entitled to complete access to any other relevant Lawssuch intellectual property pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced and all embodiments of such intellectual property. { * } = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE NOTATION “[RESERVED]” IS ORIGINAL, IS CURRENTLY IN THE DOCUMENT AND DOES NOT REFLECT INFORMATION REDACTED PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Termination for Bankruptcy. To the extent permitted under applicable Laws, if If at any time during the Term term of this Agreement, an Event of Bankruptcy (as defined below) relating to either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Other Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement upon sixty thirty (6030) days days’ prior written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt Other Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Other Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The As used above, the term “Event of Bankruptcy” means: shall mean (a) filingdissolution, in any court termination of existence, liquidation or agency pursuant to any statute or regulation business failure of any state or country, (i) a petition in bankruptcy or insolvency, (ii) for reorganization or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assetseither Party; (b) with respect to the Bankrupt Partyappointment of a custodian or receiver for either Party who has not been terminated or dismissed within ninety (90) days of such appointment; (c) the institution by either Party of any proceeding under national, being served with an involuntary petition filed in federal or state bankruptcy, reorganization, receivership or other similar laws affecting the rights of creditors generally or the making by either Party of a composition or any insolvency proceedingassignment or trust mortgage for the benefit of creditors or under any national, federal or state bankruptcy, reorganization, receivership or other similar law affecting the rights of creditors generally, which such petition proceeding is not dismissed within sixty ninety (6090) days after the filing thereof; (c) proposing or being a party to any dissolution or liquidation when insolvent; or (d) making an assignment for the benefit of creditors. Without limitation, the Bankrupt Party’s rights under this Agreement shall include those rights afforded by 11 USAC. § 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”) and any successor thereto. If the bankruptcy trustee of a Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. § 365(o) of the Bankruptcy Code, the Non-Bankrupt Party may elect to retain its rights licensed from the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. § 365(n) of the Bankruptcy Code, and any other relevant Lawsfiling.

Termination for Bankruptcy. To the extent permitted under applicable Laws, if at any time during the Term of this Agreement, an Event of Bankruptcy (as defined belowa) relating to either Either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to may terminate this Agreement upon sixty (60) days providing written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt other Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee on or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant to any statute or regulation of any state or country, (i) a petition in bankruptcy or insolvency, (ii) for reorganization or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing or being time that such other Party makes a party to any dissolution or liquidation when insolvent; or (d) making an general assignment for the benefit of creditors. Without limitation, files an insolvency petition in bankruptcy, petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets, commences under the laws of any jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any other similar proceeding for the release of financially distressed debtors, or becomes a party to any proceeding or action of the type described above, and such proceeding or action remains un-dismissed or un-stayed [*]. (b) All rights and licenses granted by Fortis to FibroGen under or pursuant to this Agreement are, and will otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Code and other similar laws in any jurisdiction outside the United States (collectively, the Bankrupt Party’s “Bankruptcy Laws”), licenses of rights to “intellectual property” as defined under the Bankruptcy Laws. If a case is commenced by or against a Party under Bankruptcy Laws then, unless and until this Agreement shall include those rights afforded is rejected as provided pursuant to such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee) will perform all of the obligations in this Agreement intended to be performed by 11 USACsuch Party. § All rights, powers and remedies of the non‑bankrupt Party as provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws. The Parties acknowledge and agree that the licenses hereunder are fully prepaid and that any payments made hereunder do not (i) constitute royalties within the meaning of Section 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”) and or any successor thereto. If the bankruptcy trustee of a Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. § 365(o) of the Bankruptcy Code, the Non-Bankrupt Party may elect to retain its rights licensed from the Bankrupt Party hereunder (and analogous provisions in any other supplementary agreements heretocountry or jurisdiction or (ii) for the duration relate to licenses of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. § 365(n) of the Bankruptcy Code, and any other relevant Lawsintellectual property hereunder.

Termination for Bankruptcy. To the extent permitted under applicable LawsLaw, if at any time during the Term term of this Agreement, an Event of Bankruptcy (as defined below) relating to either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Other Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement upon sixty (60) days written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt Other Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Other Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (ai) filing, filing in any court or agency pursuant to any statute or regulation of any state or country, (i) a petition in bankruptcy or insolvency, (ii) insolvency or for reorganization or (iii) for an arrangement or for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (bii) with respect to the proposing a written agreement of composition or extension of a Bankrupt Party, ’s debts; (iii) being served with an involuntary petition against the Bankrupt Party, filed in any insolvency proceeding, which and such petition is shall not be dismissed within sixty (60) days after the filing thereof; (civ) proposing or being a party to any dissolution or liquidation when insolvent; or (dv) making an assignment for the benefit of creditors. Without limitation, the Bankrupt Party’s rights under this Agreement shall include those rights afforded by 11 USAC. U.S.C. § 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”) and any successor thereto. If the bankruptcy trustee of a Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. U.S.C. § 365(o) of the Bankruptcy Code, the Non-Bankrupt Other Party may elect to retain its rights licensed from the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. U.S.C. § 365(n) of the Bankruptcy Code, and any other relevant Lawslaws.

Termination for Bankruptcy. To the extent permitted under applicable Laws, if at any time during the Term of this Agreement, an Event of Bankruptcy If either USGN or Kidde (as defined below1) relating to either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement upon sixty (60) days written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant to any statute or regulation of any state or country, (i) makes a petition in bankruptcy or insolvency, (ii) for reorganization or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing or being a party to any dissolution or liquidation when insolvent; or (d) making an general assignment for the benefit of creditors. Without limitation; (2) files an insolvency petition in bankruptcy; (3) petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets; (4) commences under the Bankrupt Party’s rights under laws of any jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any other similar proceeding for the release of financially distressed debtors; or (5) becomes a party to any proceeding or action of the type described above in (3) or (4) and such proceeding or action remains undismissed or unstayed for a period of more than sixty (60) days, then the other party may by written notice terminate this Agreement shall include those in its entirety with immediate effect. (a) Notwithstanding anything to the contrary, each of the parties hereto acknowledges and agrees that this Agreement (a) constitutes a license of Intellectual Property as such term is defined in the United States Bankruptcy Code, as amended (the "Code"), and (b) is an executory contract, with significant obligations to be performed by each party hereto. All rights afforded and licenses granted under or pursuant to this Agreement by 11 USAC. § USGN to Kidde are, for all purposes of Section 365(n) of the United States Bankruptcy Code (or such replacement provision therefore, licenses of rights to "intellectual property" as defined in the “Bankruptcy Code”) . The parties agree that Kidde, as a licensee of such rights under this Agreement, shall retain and any successor theretomay fully exercise all of its rights and elections under the Code. If a proceeding under the bankruptcy trustee of a Bankrupt Party Code is commenced by or against USGN and this Agreement is rejected as a debtor or provided in the Code, then USGN (in any capacity, including debtor-in-possession rejects possession) shall take such steps as are necessary to permit Kidde to exercise its rights under this Agreement under 11 USACAgreement. § 365(oAll rights, powers and remedies of Kidde provided in this Section 7.4(a) of the Bankruptcy Codeare in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including, without limitation, the Non-Bankrupt Party may elect Code) in the event of any such commencement of a bankruptcy proceeding by or against USGN. Kidde, in addition to retain its rights licensed from the Bankrupt Party hereunder (rights, powers and any remedies expressly provided herein, shall be entitled to exercise all other supplementary agreements hereto) for the duration of this Agreement and avail itself of all such rights and powers and resort to all other such remedies to as may now or hereafter exist at law or in equity (including the full extent contemplated by this Agreement and 11 USAC. § 365(nCode) of the Bankruptcy Code, and any other relevant Lawsin such event.

Termination for Bankruptcy. To the extent permitted under applicable Lawslaws, if at any time during the Term of this AgreementTerm, an Event of Bankruptcy (as defined below) relating to either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Party”) shall will have, in addition to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement upon sixty (60) days [***] written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt other Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt other Party shall will continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and then the Bankrupt Party shall will not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, filing in any court or agency pursuant to any statute or regulation of any state or country, (i) a petition in bankruptcy or insolvency, (ii) insolvency or for reorganization or (iii) for an arrangement or for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; assets or (b) with respect to the Bankrupt Party, being served with an involuntary petition against the Bankrupt Party, filed in any insolvency proceeding, which and such petition is will not be dismissed within sixty (60) days [***] after the filing thereof; (c) proposing or being a party to any dissolution or liquidation when insolvent; or (d) making an assignment for the benefit of creditors. Without limitation, the Bankrupt Party’s rights under this Agreement shall will include those rights afforded by 11 USAC. § U.S.C. §365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”) and any successor thereto. If the bankruptcy trustee of a Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. § U.S.C. §365(o) of the Bankruptcy Code, then the Non-Bankrupt other Party may elect to retain its rights licensed from the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. § U.S.C. §365(n) of the Bankruptcy Code, and any other relevant LawsApplicable Law.

Termination for Bankruptcy. To the extent permitted under applicable LawsLaw, if at any time during the Term of while this AgreementAgreement is in effect, an Event of Bankruptcy (as defined below) relating to either any Party (the “Bankrupt Party”) occurs, the other Party Parties (the “Non-Bankrupt PartyOther Parties”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement upon sixty (60) days written notice to the Bankrupt Party from any Other Party. It is agreed and understood that if the Non-Bankrupt Party does Other Parties do not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party Other Parties shall continue to make take all payments action required of it them under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (ai) filing, filing in any court or agency pursuant to any statute or regulation of any state or country, (i) a petition in bankruptcy or insolvency, (ii) insolvency or for reorganization or (iii) for an arrangement or for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (bii) with respect to the proposing a written agreement of composition or extension of a Bankrupt Party, ’s debts; (iii) being served with an involuntary petition against the Bankrupt Party, filed in any insolvency proceeding, which and such petition is shall not be dismissed within sixty (60) days after the filing thereof; (civ) proposing or being a party to any dissolution or liquidation when insolvent; or (dv) making an assignment for the benefit of creditors. Without limitation, the Bankrupt Party’s rights under this Agreement shall include those rights afforded by 11 USAC. U.S.C. § 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”) and any successor thereto. If the bankruptcy trustee of a Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. U.S.C. § 365(o) of the Bankruptcy Code, the Non-Bankrupt Other Party may elect to retain its rights licensed from the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. U.S.C. § 365(n) of the Bankruptcy Code, and any other relevant Lawslaws.

Termination for Bankruptcy. To (a) Either Party may terminate this Agreement in its entirety upon providing written notice to the extent permitted other Party on or after the time that such other Party makes a general assignment for the benefit of creditors, files an insolvency petition in bankruptcy, petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets, commences under applicable Lawsthe laws of any jurisdiction any proceeding involving its insolvency, if at bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any time during other similar proceeding for the Term release of financially distressed debtors, or becomes a party to any proceeding or action of the type described above (each, an “Insolvency Event”), and such proceeding or action remains un-dismissed or un-stayed for a period of more than [***]. (b) All rights and licenses granted under or pursuant to this Agreement, an Event including, for the avoidance of doubt, the licenses granted to Company pursuant to Section 3.1, are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the U.S. Code and other similar laws in any jurisdiction outside the U.S. (collectively, the “Bankruptcy (Laws”), licenses of rights to “intellectual property” as defined below) relating under the Bankruptcy Laws. Upon the occurrence of any Insolvency Event with respect to either a Party (the “Bankrupt Insolvent Party”) occurs), the Insolvent Party agrees that the other Party (the “Non-Bankrupt Insolvent Party”) ), as licensee of such rights under this Agreement, shall have, in addition to retain and may fully exercise all other legal and equitable of its rights and remedies available elections under the Bankruptcy Laws. Further, each Party agrees and acknowledges that all payments hereunder, other than the option milestone payments pursuant to terminate this Agreement upon sixty (60) days written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt PartySection 9.3, the Non-Bankrupt Party shall continue royalty payments pursuant to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurredSection 9.4, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency payments pursuant to any statute Section 9.9, do not constitute royalties within the meaning of Section 365(n) of the Bankruptcy Code or regulation relate to licenses of any state intellectual property hereunder. Each Party shall, during the term of this Agreement, create and maintain current copies or, if not amenable to copying, detailed descriptions or countryother appropriate embodiments, to the extent feasible, of all such intellectual property (MacroGenics Technology in the case of MacroGenics and Company Technology in the case of Company). Each Party agrees and acknowledges that “embodiments” of intellectual property within the meaning of Section 365(n) include, without limitation, laboratory notebooks, cell lines, product samples and inventory, research studies and data, Regulatory Approvals and Regulatory Materials in each case to the extent related to the Compounds and Products. If (i) a petition in bankruptcy case is commenced during the Term by or insolvencyagainst a Party under the Bankruptcy Laws, (ii) this Agreement is rejected as provided for reorganization or under the Bankruptcy Laws, and (iii) the Non-Insolvent Party elects to retain its rights hereunder as provided for under the appointment of Bankruptcy Laws, then the Insolvent Party (or for an arrangement for the appointment ofin any capacity, including debtor-in-possession) and its successors and assigns (including a receiver or trustee of the Bankrupt Party or of its assets; Title 11 trustee), shall (bx) with respect provide to the Bankrupt Non-Insolvent Party immediately upon the Non-Insolvent Party’s written request copies of all such intellectual property (including embodiments thereof) held by the Insolvent Party and such successors and assigns, being served or otherwise available to them, and (y) not interfere with an involuntary petition filed in any insolvency proceeding, which such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing or being a party to any dissolution or liquidation when insolvent; or (d) making an assignment for the benefit of creditors. Without limitation, the Bankrupt Non-Insolvent Party’s rights under this Agreement shall include those rights afforded by 11 USACAgreement, or any related agreements between the Parties, to such intellectual property (including such embodiments), including any right to obtain such intellectual property (or such embodiments) from another entity, to the extent provided in the Bankruptcy Laws. § 365(n) Whenever the Insolvent Party or any of its successors or assigns provides to the Non-Insolvent Party any of the United States Bankruptcy Code intellectual property licensed hereunder (the “Bankruptcy Code”or any embodiment thereof) and any successor thereto. If the bankruptcy trustee of a Bankrupt Party as a debtor or debtor-in-possession rejects pursuant to this Agreement under 11 USAC. § 365(o) of the Bankruptcy CodeSection 13.7(b), the Non-Bankrupt Insolvent Party may elect shall have the right to retain its rights licensed perform the Insolvent Party’s obligations hereunder with respect to such intellectual property, but neither such provision nor such performance by the Non-Insolvent Party shall release the Insolvent Party from liability resulting from rejection of the Bankrupt license or the failure to perform such obligations. All rights, powers and remedies of the Non-Insolvent Party hereunder as provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws. In particular, it is the intention and any other supplementary agreements hereto) for understanding of the duration of Parties to this Agreement and avail itself of all that the rights and remedies granted to the full Parties under this Section 13.7 are essential to the Parties’ respective businesses and the Parties acknowledge that damages are not an adequate remedy. The Parties agree that they intend the following rights to extend to the maximum extent contemplated permitted by this Agreement Applicable Law, and 11 USAC. § to be enforceable under Section 365(n) of Title 11 of the Bankruptcy U.S. Code: (A) the right of access to any intellectual property (including embodiments thereof) of the Insolvent Party, or any Third Party with whom the Insolvent Party contracts to perform an obligation of the Insolvent Party under this Agreement, and, in the case of the Third Party, which is necessary for the Exploitation of Compounds or Products; and (B) the right to contract directly with any other relevant LawsThird Party to complete the contracted work upon failure of the Insolvent Party to comply with its applicable obligations.

Termination for Bankruptcy. To the extent permitted under applicable Laws, if at any time during the Term of this Agreement, an Event of Bankruptcy (as defined belowa) relating to either Either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to may terminate this Agreement in its entirety upon sixty (60) days providing written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt other Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee on or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant to any statute or regulation of any state or country, (i) a petition in bankruptcy or insolvency, (ii) for reorganization or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing or being time that such other Party makes a party to any dissolution or liquidation when insolvent; or (d) making an general assignment for the benefit of creditors. Without limitation, files an insolvency petition in bankruptcy, petitions for or acquiesces in the Bankrupt Party’s appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets, commences under the laws of any jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any other similar proceeding for the release of financially distressed debtors, or becomes a party to any proceeding or action of the type described above, and such proceeding or action remains un-dismissed or un-stayed for a period of more than [***]. (b) All rights and licenses granted under or pursuant to this Agreement are, and shall include those rights afforded by 11 USAC. § otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Bankruptcy Code and other similar laws in any jurisdiction outside the U.S. (collectively, the “Bankruptcy CodeLaws”) and any successor thereto), licenses of rights to “intellectual property” as defined under the Bankruptcy Laws. If a case is commenced during the bankruptcy trustee of Term by or against a Bankrupt Party under Bankruptcy Laws then, unless and until this Agreement is rejected as a debtor or provided pursuant to such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession rejects possession) and its successors and assigns (including a Title 11 trustee) shall perform all of the obligations in this Agreement intended to be performed by such Party. If a case is commenced during the Term by or against a Party under 11 USAC. § 365(o) of the Bankruptcy CodeLaws, this Agreement is rejected as provided for under the NonBankruptcy Laws, and the non-Bankrupt bankrupt Party may elect elects to retain its rights licensed from hereunder as provided for under the Bankrupt Bankruptcy Laws, then the Party hereunder subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and any other supplementary agreements hereto) its successors and assigns (including a Title 11 trustee), shall provide to the non-bankrupt Party copies of all Patents, Know-How and information necessary for the duration non-bankrupt Party to prosecute, maintain and enjoy its rights under the terms of this Agreement and avail itself of all rights Agreement; provided that non- bankrupt party continues to fulfill its payment obligations under ARTICLE 9 as specified herein in full. All rights, powers and remedies of the non-bankrupt Party as provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws. In particular, it is the intention and understanding of the Parties to this Agreement that the rights granted to the full extent contemplated by Parties under this Agreement Section 13.5 are 94065460_6 essential to the Parties’ respective businesses and 11 USAC. § 365(n) of the Bankruptcy Code, and any other relevant LawsParties acknowledge that damages are not an adequate remedy.

Termination for Bankruptcy. To the extent permitted under applicable Laws, if at any time during the Term of this Agreement, an Event of Bankruptcy (as defined belowa) relating to either Either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to may terminate this Agreement in its entirety upon sixty (60) days providing written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt other Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee on or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant to any statute or regulation of any state or country, (i) a petition in bankruptcy or insolvency, (ii) for reorganization or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing or being time that such other Party makes a party to any dissolution or liquidation when insolvent; or (d) making an general assignment for the benefit of creditors. Without limitation, files an insolvency petition in bankruptcy, petitions for or acquiesces in the Bankrupt Party’s appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets, commences under the laws of any jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any other similar proceeding for the release of financially distressed debtors, or becomes a party to any proceeding or action of the type described above, and such proceeding or action remains un-dismissed or un-stayed for a period of more than [***]. (b) All rights and licenses granted under or pursuant to this Agreement are, and shall include those rights afforded by 11 USAC. § otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Bankruptcy U.S. Code and other similar laws in any jurisdiction outside the U.S. (collectively, the “Bankruptcy CodeLaws”) and any successor thereto), licenses of rights to “intellectual property” as defined under the Bankruptcy Laws. If a case is commenced during the bankruptcy trustee of Term by or against a Bankrupt Party under Bankruptcy Laws then, unless and until this Agreement is rejected as a debtor or provided pursuant to such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession rejects possession) and its successors and assigns (including a Title 11 trustee) shall perform all of the obligations in this Agreement intended to be performed by such Party. If a case is commenced during the Term by or against a Party under 11 USAC. § 365(o) of the Bankruptcy CodeLaws, this Agreement is rejected as provided for under the NonBankruptcy Laws, and the non-Bankrupt bankrupt Party may elect elects to retain its rights hereunder as provided for under the Bankruptcy Laws, then the Party subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee), shall continue to provide whatever rights held by and granted to the non-bankrupt Party with respect to and as licensee of the Patents and Know How licensed from hereunder as such rights existed hereunder immediately before the Bankrupt Party hereunder (and any other supplementary agreements hereto) for commencement of the duration of this Agreement and avail itself of all rights case under the Bankruptcy Laws. All rights, powers and remedies to the full extent contemplated by this Agreement and 11 USAC. § 365(n) of the non-bankrupt Party as provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Code, and any other relevant Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws.

Termination for Bankruptcy. To 11.4.1. A Party may terminate this Agreement in its entirety upon providing written notice to the extent permitted other Party on or after the time that such other Party makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy, consents to an order for relief in connection with an involuntary petition in bankruptcy filed against such Party (or an involuntary petition in bankruptcy filed against such Party remains un-dismissed or un-stayed for a period of more than sixty (60) days), petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets, commences under applicable Lawsthe laws of any jurisdiction any proceeding involving its insolvency, if at bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any time during other similar proceeding for the Term release of financially distressed debtors, or becomes a party to any proceeding or action of the type described above (each, an “Insolvency Event”). 11.4.2. All rights and licenses now or hereafter granted under or pursuant to any Section of this Agreement, an Event of Bankruptcy Agreement are rights to “intellectual property” (as defined belowin Section 101(35A) relating of Title 11 of the United States Code, as amended (such Title 11, the “Bankruptcy Code”)). In the event this Agreement is rejected under Section 365 of the Bankruptcy Code by or on behalf of a Party (including by any receiver, trustee or similar officer appointed with respect to either such Party), such Party (the “Bankrupt Licensor Party”) occurs, hereby grants to the other Party (the “Non-Bankrupt Licensee Party”) shall have), in addition to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement upon sixty (60) days written notice subject to the Bankrupt Licensee Party. It is agreed ’s obligations under Sections 365(n)(2)(A) and understood that if the Non-Bankrupt Party does not elect (B), a right of access and to terminate this Agreement upon the occurrence obtain possession of an Event and to benefit from embodiments of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency intellectual property pursuant to any statute or regulation of any state or country, (i) a petition in bankruptcy or insolvency, (ii) for reorganization or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing or being a party to any dissolution or liquidation when insolvent; or (d) making an assignment for the benefit of creditors. Without limitation, the Bankrupt Party’s rights under this Agreement shall include those rights afforded by 11 USAC. § Section 365(n) of the United States Bankruptcy Code (including Program-Related Information and Know-How Controlled by the “Bankruptcy Code”) Licensor Party with respect to Licensed Compounds or Licensed Products and any successor thereto. If the bankruptcy trustee Regulatory Documentation with respect to Licensed Products, all of a Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. § 365(o) which constitute embodiments of the Bankruptcy Code, the Non-Bankrupt Party may elect intellectual property pursuant to retain its rights licensed from the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. § Section 365(n) of the Bankruptcy Code, ) to the extent related to the Licensee Party’s exercise of its license rights to any Licensed Compound or Licensed Product or otherwise related to any rights or licenses granted to the Licensee Party under or pursuant to any Section of this Agreement. The Licensor Party agrees not to interfere with the Licensee Party’s exercise under the Bankruptcy Code of rights and any other relevant Lawslicenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement.

Termination for Bankruptcy. To (a) All rights and licences granted under or pursuant to this Agreement by ImClone or UCB are, and shall otherwise be deemed to be, licences of rights to “intellectual property” as defined under bankruptcy laws, rules and regulations in the extent permitted Territory, including as defined under applicable Laws, if at any time during Article 101 of the Term of this Agreement, an Event of United States Bankruptcy Code. The Parties agree that the Remaining Party (as defined belowin Article 12.5(b)) relating shall retain and may fully exercise all of its rights and elections under bankruptcy laws, rules, regulations or statutes in the Territory, including the United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a bankrupt Party the other Party shall be entitled to either a complete duplicate of (or complete access to, as appropriate) any intellectual property which at that date is known to be necessary or useful to the Development, Commercialisation, Manufacturing or other exploitation of the Antibody Products and all embodiments of such intellectual property; and the same, if not already in the other Party’s possession, shall be promptly delivered to the other Party: (i) upon any such commencement of a bankruptcy proceeding, upon the other Party’s written request for the same, unless the non-bankrupt Party (or a trustee on behalf of the “Bankrupt bankrupt Party”) occurselects within [***] [Confidential Treatment Required] to continue to perform all of its obligations under this Agreement; or (ii) if not delivered under (a) above, upon the rejection of this Agreement by or on behalf of the bankrupt Party, upon written request for the same by the other Party. (b) Without prejudice to Article 12.5(a), this Agreement may be terminated by a Party (which Party shall be deemed to be the Remaining Party) upon prior written notice to the other Party (the “Non-Bankrupt Party”) which Party shall have, in addition be deemed to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement upon sixty (60) days written notice to the Bankrupt Party. It is agreed and understood that if be the Non-Bankrupt Party does not elect to terminate this Agreement upon Remaining Party) in the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant to any statute or regulation of any state or country, event that: (i) a petition in bankruptcy or insolvency, (ii) for reorganization or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt other Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing or being a party to any dissolution or liquidation when insolvent; or (d) making shall make an assignment for the benefit of its creditors, file a petition in bankruptcy, petition or apply to any tribunal for the appointment of custodian, receiver or any trustee for it or a substantial part of its assets, or shall commence any proceeding under any bankruptcy, reorganisation, arrangement, readjustment of debt, dissolution or liquidation law, rule, regulation or statute of any jurisdiction (other than for the purposes of a solvent amalgamation or reconstruction), in effect from time to time; or (ii) if there shall have been filed against the other Party any such bona fide petition or application, or any such proceeding shall have been commenced against it, in which an order for relief is entered or which remains undismissed for a period of [***] [Confidential Treatment Required] or more; or (iii) if the other Party by any act or omission shall indicate its consent to, approval of or acquiescence in any such petition, application or proceeding or order for relief or the appointment of a custodian, receiver or trustee for it or any substantial part of its assets, and shall suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of [***] [Confidential Treatment Required] or more (each of (i), (ii) and (iii), an Insolvency Event). Without limitationNotwithstanding the foregoing, this Agreement shall not be terminated pursuant to this Article 12.5(b) if, within [***] [Confidential Treatment Required]of receipt of the termination notice described in this Article 12.5(b), the Bankrupt Party experiencing the Insolvency Event demonstrates to the other Party that it is not insolvent. Any notice of termination served pursuant to this Article 12.5(b) shall specify whether the Remaining Party wishes to continue Development or Commercialisation (as appropriate) of one or more Antibody Products, (whether in Agreed Indications or Independent Indications). If the Remaining Party does not wish to continue any such Development or Commercialisation of Antibody Products, upon receipt of the notice of termination by the other Party’s rights , the Parties shall cease all activities under this Agreement as expeditiously and as cost effectively as possible with due regard for patient safety and the rights of any subjects that are participants in Clinical Studies or Post-Approval Studies and this Agreement shall include those rights afforded by 11 USAC. § 365(n) of terminate on the United States Bankruptcy Code (the “Bankruptcy Code”) and any successor theretodate on which all such activities cease. If the bankruptcy trustee Remaining Party wishes to continue Development or Commercialisation of a Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. § 365(o) Antibody Products, Article 12.8 shall apply and termination shall take effect upon expiry of the Bankruptcy Code, the Non-Bankrupt Party may elect to retain its rights licensed from the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. § 365(n) of the Bankruptcy Code, and any other relevant LawsTransition Period.

Termination for Bankruptcy. To the extent permitted under applicable Laws, if at any time during the Term of this Agreement, an Event of Bankruptcy (as defined belowa) relating to either Either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to may terminate this Agreement in its entirety upon sixty (60) days providing written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt other Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee on or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant to any statute or regulation of any state or country, (i) a petition in bankruptcy or insolvency, (ii) for reorganization or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing or being time that such other Party makes a party to any dissolution or liquidation when insolvent; or (d) making an general assignment for the benefit of creditors. Without limitation, files an insolvency petition in bankruptcy, petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets, commences under the laws of any jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any other similar proceeding for the release of financially distressed debtors, or becomes a party to any proceeding or action of the type described above (each, an "Insolvency Event"), and such proceeding or action remains un-dismissed or un-stayed for a period of more than [***] All rights and licenses granted under or pursuant to this Agreement, including, for the avoidance of doubt, the Bankrupt licenses granted to Company pursuant to Section 3.1, are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the U.S. Code and other similar laws in any jurisdiction outside the U.S. (collectively, the "Bankruptcy Laws"), licenses of rights to "intellectual property" as defined under the Bankruptcy Laws. Upon the occurrence of any Insolvency Event with respect to a Party (the "Insolvent Party’s "), the Insolvent Party agrees that the other Party (the "Non-Insolvent Party"), as licensee of such rights under this Agreement Agreement, shall include those retain and may fully exercise all of its rights afforded by 11 USAC. § 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”) and any successor thereto. If the bankruptcy trustee of a Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement elections under 11 USAC. § 365(o) of the Bankruptcy CodeLaws. Further, each Party agrees and acknowledges that all payments hereunder, other than the milestone payments pursuant to Section 9.3, the Non-Bankrupt Party may elect royalty payments pursuant to retain its rights licensed from Section 9.4, and the Bankrupt Party hereunder (and any other supplementary agreements hereto) for payments pursuant to Section 9.9, do not constitute royalties within the duration meaning of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. § Section 365(n) of the Bankruptcy CodeCode or relate to licenses of intellectual property hereunder. Each Party shall, during the term of this Agreement, create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all such intellectual property (MacroGenics Technology in the case of MacroGenics and Company Technology in the case of Company). Each Party agrees and acknowledges that "embodiments" of intellectual property within the meaning of Section 365(n) include, without limitation, laboratory notebooks, cell lines, product samples and inventory, research studies and data, Regulatory Approvals and Regulatory Materials in each case to the extent related to the Compounds and Products. If (i) a case is commenced during the Term by or against a Party under the Bankruptcy Laws, (ii) this Agreement is rejected as provided for under the Bankruptcy Laws, and (iii) the Non-Insolvent Party elects to retain its rights hereunder as provided for under the Bankruptcy Laws, then the Insolvent Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee), shall (x) provide to the Non-Insolvent Party immediately upon the Non-Insolvent Party's written request copies of all such intellectual property (including embodiments thereof) held by the Insolvent Party and such successors and assigns, or otherwise available to them, and (y) not interfere with the Non-Insolvent Party's rights under this Agreement, or any related agreements between the Parties, to such intellectual property (including such embodiments), including any right to obtain such intellectual property (or such embodiments) from another entity, to the extent provided in the Bankruptcy Laws. Whenever the Insolvent Party or any of its successors or assigns provides to the Non-Insolvent Party any of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Section 13.7(b), the Non-Insolvent Party shall have the right to perform the Insolvent Party's obligations hereunder with respect to such intellectual property, but neither such provision nor such performance by the Non-Insolvent Party shall release the Insolvent Party from liability resulting from rejection of the license or the failure to perform such obligations. All rights, powers and remedies of the Non-Insolvent Party as provided herein are in addition to and not in substitution for any and all other relevant rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws. In particular, it is the intention and understanding of the Parties to this Agreement that the rights granted to the Parties under this Section 13.7 are essential to the Parties' respective businesses and the Parties acknowledge that damages are not an adequate remedy. The Parties agree that they intend the following rights to extend to the maximum extent permitted by Applicable Law, and to be enforceable under Section 365(n) of Title 11 of the U.S. Code: (A) the right of access to any intellectual property (including embodiments thereof) of the Insolvent Party, or any Third Party with whom the Insolvent Party contracts to perform an obligation of the Insolvent Party under this Agreement, and, in the case of the Third Party, which is necessary for the Exploitation of Compounds or Products; and (B) the right to contract directly with any Third Party to complete the contracted work upon failure of the Insolvent Party to comply with its applicable obligations.

Termination for Bankruptcy. To the extent permitted under applicable Laws, if at any time during the Term of this Agreement, an Event of Bankruptcy (as defined belowa) relating to either Either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to may terminate this Agreement in its entirety upon sixty (60) days providing written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt other Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee on or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant to any statute or regulation of any state or country, (i) a petition in bankruptcy or insolvency, (ii) for reorganization or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing or being time that such other Party makes a party to any dissolution or liquidation when insolvent; or (d) making an general assignment for the benefit of creditors. Without limitation, files an insolvency petition in bankruptcy, petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets, commences under the laws of any jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any other similar proceeding for the release of financially distressed debtors, or becomes a party to any proceeding or action of the type described above, and such proceeding or action remains un-dismissed or un-stayed for a period of more than sixty (60) days. (b) All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Code and other similar laws in any jurisdiction outside the U.S. (collectively, the Bankrupt “Bankruptcy Laws”), licenses of rights to “intellectual property” as defined under the Bankruptcy Laws. If a case is commenced during the Term by or against a Party under Bankruptcy Laws then, unless and until this Agreement is rejected as provided pursuant to such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee) shall perform all of the obligations in this Agreement intended to be performed by such Party’s . If a case is commenced during the Term by or against a Party under the Bankruptcy Laws, this Agreement is rejected as provided for under the Bankruptcy Laws, and the non-bankrupt Party elects to retain its rights hereunder as provided for under the Bankruptcy Laws, then the Party subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee), shall provide to the non-bankrupt Party copies of all Patents and Information necessary for the non-bankrupt Party to prosecute, maintain and enjoy its rights under the terms of this Agreement. All rights, powers and remedies of the non-bankrupt Party as provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws. In particular, it is the intention and understanding of the Parties to this Agreement that the rights granted to the Parties under this Section 11.3 are essential to the Parties’ respective businesses and the Parties acknowledge that damages are not an adequate remedy. The Parties acknowledge and agree that the milestone payments made under Article 8 shall include those rights afforded by 11 USAC. § not (i) constitute royalties within the meaning of Section 365(n) of the United States U.S. Bankruptcy Code (the “Bankruptcy Code”) and or any successor thereto. If the bankruptcy trustee of a Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. § 365(o) of the Bankruptcy Code, the Non-Bankrupt Party may elect to retain its rights licensed from the Bankrupt Party hereunder (and analogous provisions in any other supplementary agreements heretocountry or jurisdiction, or (ii) for the duration relate to licenses of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. § 365(n) of the Bankruptcy Code, and any other relevant Lawsintellectual property hereunder.

Termination for Bankruptcy. To the extent permitted under applicable Laws, if at any time during the Term of Either Party may terminate this Agreement, an Event of Bankruptcy (as defined below) relating Agreement by giving notice in writing with immediate effect to either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement upon sixty (60) days written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs any of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, following events: ZBB and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: Lotte Confidential Information Amended License Agreement (a) filing, in any court or agency pursuant to any statute or regulation of any state or country, The other Party (i) institutes a petition voluntary case or undertakes actions to form an arrangement with creditors for the purpose of paying past due debts or seeking liquidation, reorganization, moratorium of payments or the suspension of payment obligations, under any bankruptcy law (or any successor statute or similar statute in bankruptcy any relevant jurisdiction) or insolvencyotherwise, or consents to the institution of an involuntary case thereunder against it, (ii) for reorganization or files a petition in bankruptcy, (iii) for applies for, or consents or acquiesces to the appointment of a receiver, curator (including a temporary curator), liquidator, sequestrator, trustee or for an arrangement for the appointment ofother officer with similar powers, (iv) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing or being a party to any dissolution or liquidation when insolvent; or (d) making makes an assignment for the benefit of creditors. Without limitation, creditors or (v) admits in writing its inability to pay its debts generally as they become due. (b) An involuntary case is commenced seeking the Bankrupt Party’s rights under this Agreement shall include those rights afforded by 11 USAC. § 365(n) liquidation or reorganization of the United States Bankruptcy Code other Party under any bankruptcy law (the “Bankruptcy Code”) and or any successor thereto. If statute or similar statute under any relevant jurisdiction) or any similar proceeding under any other law and (i) the bankruptcy petition commencing the involuntary case is not dismissed within 60 days of its filing, (ii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of the other Party and such appointment is not vacated within 60 days, (iii) an order for relief is issued or entered therein; or (iv) a decree or order of a Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. § 365(o) of the Bankruptcy Code, the Non-Bankrupt Party may elect to retain its rights licensed from the Bankrupt Party hereunder (and any other supplementary agreements hereto) court having jurisdiction for the duration appointment of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. § 365(n) of the Bankruptcy Codea receiver, and any liquidator, sequestrator, trustee or other relevant Lawsofficer having similar powers is entered.

Termination for Bankruptcy. To the extent permitted under applicable Laws, if at any time during the Term of this Agreement, an Event of Bankruptcy (as defined belowa) relating to This Agreement may be terminated by either Party (upon the “Bankrupt Party”) occursfiling or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party (Party; provided, however, that in the “Non-Bankrupt Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement upon sixty (60) days written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt Party does not elect to terminate this Agreement upon the occurrence event of an Event of Bankruptcy, except as may otherwise be agreed with the trustee any involuntary bankruptcy or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the receivership proceeding such right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant shall only become effective if the Party consents to any statute or regulation of any state or country, (i) a petition in the involuntary bankruptcy or insolvency, (ii) for reorganization receivership or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition proceeding is not dismissed within sixty (60) days after the filing thereof; of such bankruptcy or receivership. (cb) proposing or being a party to any dissolution or liquidation when insolvent; or If this Agreement is terminated by LICENSEE (d) making an assignment for the benefit of creditors. Without limitation, the “Non-Bankrupt Party’s rights under ”) pursuant to Section 9.4(a) due to the rejection of this Agreement shall include those rights afforded by 11 USAC. § 365(nor on behalf of LICENSOR (the “Bankrupt Party”) of the United States under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code (the “Bankruptcy Code”), all licenses and rights to licenses granted under or pursuant to this Agreement by the Bankrupt Party to the Non-Bankrupt Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(35A) of the Bankruptcy Code. The Parties agree that the Non-Bankrupt Party, as a licensee of such rights under this Agreement, shall retain and any successor thereto. If may fully exercise all of its rights and elections under the bankruptcy trustee Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. § 365(o) of the Bankruptcy Code, the Non-Bankrupt Party may elect shall be entitled to retain its rights licensed from a complete duplicate of, or complete access to (as the Non-Bankrupt Party deems appropriate), any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof shall be promptly delivered to the Non-Bankrupt Party (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by the Non-Bankrupt Party, unless the Bankrupt Party hereunder elects to continue to perform all of its obligations under this Agreement or (and any other supplementary agreements heretoii) for if not delivered under (i) above, upon the duration rejection of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. § 365(n) or on behalf of the Bankrupt Party upon written request therefor by the Non-Bankrupt Party. The foregoing provisions are without prejudice to any rights the Non-Bankrupt Party may have arising under the Bankruptcy Code, and any Code or other relevant Lawsapplicable law.

Termination for Bankruptcy. To (a) Either Party may terminate this Agreement in its entirety upon providing written notice to the extent permitted other Party on or after the time that such other Party makes a general assignment for the benefit of creditors, files an insolvency petition in bankruptcy, petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets, commences under applicable Lawsthe laws of any jurisdiction any proceeding involving its insolvency, if at bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any time during other similar proceeding for the Term release of financially distressed debtors, or becomes a party to any proceeding or action of the type described above (each, an “Insolvency Event”), and such proceeding or action remains un-dismissed or un-stayed for a period of more than ninety (90) days. (b) All rights and licenses granted under or pursuant to this Agreement, an Event including, for the avoidance of doubt, the licenses granted to Company pursuant to Section 3.1, are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the U.S. Code and other similar laws in any jurisdiction outside the U.S. (collectively, the “Bankruptcy (Laws”), licenses of rights to “intellectual property” as defined below) relating under the Bankruptcy Laws. Upon the occurrence of any Insolvency Event with respect to either a Party (the “Bankrupt Insolvent Party”) occurs), the Insolvent Party agrees that the other Party (the “Non-Bankrupt Insolvent Party”) ), as licensee of such rights under this Agreement, shall have, in addition to retain and may fully exercise all other legal and equitable of its rights and remedies available elections under the Bankruptcy Laws. Further, each Party agrees and acknowledges that all payments hereunder, other than the option payments pursuant to terminate this Agreement upon sixty (60Section 8.4, do not constitute royalties within the meaning of Section 365(n) days written notice of the Bankruptcy Code or relate to licenses of intellectual property hereunder. Each Party shall, during the Term, create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the Bankrupt Partyextent feasible, of all such intellectual property (TESARO Technology in the case of TESARO and Company Technology in the case of Company). It is agreed Each Party agrees and understood acknowledges that if “embodiments” of intellectual property within the Non-Bankrupt Party does not elect to terminate this Agreement upon the occurrence meaning of an Event of BankruptcySection 365(n) include, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Partywithout limitation, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurredlaboratory notebooks, cell lines, product samples and inventory, research studies and data, and Regulatory Documentation in each case to the Bankrupt Party shall not have extent related to the right to terminate any license granted hereinCompounds and Products. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant to any statute or regulation of any state or country, Confidential 113 If (i) a petition in bankruptcy case is commenced during the Term by or insolvencyagainst a Party under the Bankruptcy Laws, (ii) this Agreement is rejected as provided for reorganization or under the Bankruptcy Laws, and (iii) the Non-Insolvent Party elects to retain its rights hereunder as provided for under the appointment of Bankruptcy Laws, then the Insolvent Party (or for an arrangement for the appointment ofin any capacity, including debtor-in-possession) and its successors and assigns (including a receiver or trustee of the Bankrupt Party or of its assets; Title 11 trustee), shall (bx) with respect provide to the Bankrupt Non-Insolvent Party immediately upon the Non-Insolvent Party’s written request copies of all such intellectual property (including embodiments thereof) held by the Insolvent Party and such successors and assigns, being served or otherwise available to them, and (y) not interfere with an involuntary petition filed in any insolvency proceeding, which such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing or being a party to any dissolution or liquidation when insolvent; or (d) making an assignment for the benefit of creditors. Without limitation, the Bankrupt Non-Insolvent Party’s rights under this Agreement shall include those rights afforded by 11 USACAgreement, or any related agreements between the Parties, to such intellectual property (including such embodiments), including any right to obtain such intellectual property (or such embodiments) from another entity, to the extent provided in the Bankruptcy Laws. § 365(n) Whenever the Insolvent Party or any of its successors or assigns provides to the Non-Insolvent Party any of the United States Bankruptcy Code intellectual property licensed hereunder (the “Bankruptcy Code”or any embodiment thereof) and any successor thereto. If the bankruptcy trustee of a Bankrupt Party as a debtor or debtor-in-possession rejects pursuant to this Agreement under 11 USAC. § 365(o) of the Bankruptcy CodeSection 12.7(b), the Non-Bankrupt Insolvent Party may elect shall have the right to retain its rights licensed perform the Insolvent Party’s obligations hereunder with respect to such intellectual property, but neither such provision nor such performance by the Non-Insolvent Party shall release the Insolvent Party from liability resulting from rejection of the Bankrupt license or the failure to perform such obligations. All rights, powers and remedies of the Non-Insolvent Party hereunder as provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws. In particular, it is the intention and any other supplementary agreements hereto) for understanding of the duration of Parties to this Agreement and avail itself of all that the rights and remedies granted to the full Parties under this Section 12.7 are essential to the Parties’ respective businesses and the Parties acknowledge that damages are not an adequate remedy. The Parties agree that they intend the following rights to extend to the maximum extent contemplated permitted by this Agreement Applicable Law, and 11 USAC. § to be enforceable under Section 365(n) of Title 11 of the Bankruptcy U.S. Code: (A) the right of access to any intellectual property (including embodiments thereof) of the Insolvent Party, or any Third Party with whom the Insolvent Party contracts to perform an obligation of the Insolvent Party under this Agreement, and, in the case of the Third Party, which is necessary for the Exploitation of Compounds or Products; and (B) the right to contract directly with any other relevant LawsThird Party to complete the contracted work upon failure of the Insolvent Party to comply with its applicable obligations.

Termination for Bankruptcy. To the extent permitted under applicable Laws, if at any time during the Term of this Agreement, an Event of Bankruptcy (as defined belowi) relating to either Party (the “Bankrupt Party”) occurs, the other This Agreement may be terminated by a Party (the “Non-Bankrupt Party”) shall haveupon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party (the “Bankrupt Party”); provided, however, that in addition to all other legal and equitable rights and remedies available hereunder, the option event of any involuntary bankruptcy or receivership proceeding such right to terminate this Agreement upon sixty (60) days written notice to the Bankrupt Party. It is agreed and understood that will only become effective if the Non-Bankrupt Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have consents to the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant to any statute or regulation of any state or country, (i) a petition in involuntary bankruptcy or insolvency, (ii) for reorganization receivership or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition proceeding is not dismissed within sixty (60) days after the filing thereof; of such bankruptcy or receivership. (cii) proposing All licenses and rights to licenses granted under or being a party pursuant to any dissolution or liquidation when insolvent; or (d) making an assignment for the benefit of creditors. Without limitation, this Agreement by the Bankrupt Party’s rights under this Agreement shall include those rights afforded by 11 USAC. § Party to the Non-Bankrupt Party are, and will otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) of the Bankruptcy Code. The Parties agree that the Non-Bankrupt Party, as a licensee of such rights under this Agreement, will retain and any successor theretomay fully exercise all of its rights and elections under the Bankruptcy Code. If the bankruptcy trustee The parties further agree that upon commencement of a bankruptcy proceeding by or against the Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. § 365(o) of the Bankruptcy Code, the Non-Bankrupt Party may elect will be entitled to retain its rights licensed from a complete duplicate of, or complete access to (as the Non-Bankrupt Party deems appropriate), all CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Execution Version such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments of such intellectual property will be promptly delivered to the Non-Bankrupt Party (A) upon any such commencement of a bankruptcy proceeding and upon written request by the Non-Bankrupt Party, unless the Bankrupt Party hereunder elects to continue to perform all of its obligations under this Agreement, or (and any other supplementary agreements heretoB) for if not delivered under (A) above, upon the duration rejection of this Agreement by or on behalf of the Bankrupt Party and avail itself upon written request by the Non-Bankrupt Party. the Bankrupt Party (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) agrees not to interfere with the exercise by the Non-Bankrupt Party or its Affiliates of all its rights and remedies licenses to such intellectual property and such embodiments of intellectual property in accordance with this Agreement, and agrees to assist the full extent contemplated by Non-Bankrupt Party and its Affiliates in obtaining such intellectual property and such embodiments of intellectual property in the possession or control of Third Parties as reasonably necessary or desirable for the Non-Bankrupt Party to exercise such rights and licenses in accordance with this Agreement and 11 USACAgreement. § 365(n) of The foregoing provisions are without prejudice to any rights the Non-Bankrupt Party may have arising under the Bankruptcy Code, and any Code or other relevant Lawsapplicable law.

Termination for Bankruptcy. To the extent permitted under applicable Lawslaws, if at any time during the Term of this AgreementTerm, an Event of Bankruptcy (as defined below) relating to either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Other Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement upon sixty (60) days written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt Other Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Other Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (ai) filing, filing in any court or agency pursuant to any statute or regulation of any state or country, (i) a petition in bankruptcy or insolvency, (ii) insolvency or for reorganization or (iii) for an arrangement or for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; assets or (bii) with respect to the Bankrupt Party, being served with an involuntary petition against the Bankrupt Party, filed in any insolvency proceeding, which and such petition is shall not be dismissed within sixty (60) days after the filing thereof; (c) proposing or being a party to any dissolution or liquidation when insolvent; or (d) making an assignment for the benefit of creditors. Without limitation, the Bankrupt Party’s rights under this Agreement shall include those rights afforded by 11 USAC. U.S.C. § 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”) and any successor thereto. If the bankruptcy trustee of a Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. U.S.C. § 365(o) of the Bankruptcy Code, the Non-Bankrupt Other Party may elect to retain its rights licensed from the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. U.S.C. § 365(n) of the Bankruptcy Code, and any other relevant Lawslaws.

Termination for Bankruptcy. To (a) This Agreement may be terminated by a Party upon the extent permitted under applicable Lawsfiling or institution of bankruptcy, if at any time during reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the Term assets for the benefit of this Agreement, an Event of Bankruptcy (as defined below) relating to either Party (the “Bankrupt Party”) occurs, creditors by the other Party (Party; provided, however, that in the “Non-Bankrupt Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement upon sixty (60) days written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt Party does not elect to terminate this Agreement upon the occurrence event of an Event of Bankruptcy, except as may otherwise be agreed with the trustee any involuntary bankruptcy or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the receivership proceeding such right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant will only become effective if the affected Party consents to any statute or regulation of any state or country, (i) a petition in the involuntary bankruptcy or insolvency, (ii) for reorganization receivership or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition proceeding is not dismissed within sixty (60) days after the filing thereof; of such bankruptcy or receivership. (cb) proposing All licenses and rights to licenses granted under or being a party pursuant to any dissolution or liquidation when insolvent; or (d) making an assignment for the benefit of creditors. Without limitation, the Bankrupt Party’s rights under this Agreement shall include those rights afforded by 11 USAC. § Jenrin to Cxxxxx are, and will otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”) and any successor thereto. If the bankruptcy trustee ), licenses of a Bankrupt Party rights to “intellectual property” as a debtor or debtor-in-possession rejects this Agreement defined under 11 USAC. § 365(oSection 101(35A) of the Bankruptcy Code. The Parties agree that Cxxxxx, the Non-Bankrupt Party as a licensee of such rights under this Agreement, will retain and may elect to retain fully exercise all of its rights licensed from and elections under the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration Bankruptcy Code. The Parties further agree that that upon commencement of this Agreement and avail itself of all rights and remedies to the full extent contemplated a bankruptcy proceeding by this Agreement and 11 USAC. § 365(n) of or against Jenrin under the Bankruptcy Code, Jenrin (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) agrees not to interfere with the exercise by Cxxxxx or its Affiliates of its rights and licenses to such intellectual property and such embodiments of intellectual property in accordance with this Agreement. The foregoing provisions are without prejudice to any rights Cxxxxx may have arising under the Bankruptcy Code or other relevant Lawsapplicable law.

Termination for Bankruptcy. To Either party shall have the extent permitted under applicable Lawsright, if at any time during the Term of this Agreementits option, an Event of Bankruptcy (as defined below) relating to either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement upon sixty (60) days written by giving notice to the Bankrupt Party. It other party at least ten (10) business days before the termination is agreed and understood to be effective, if: (1) The other party shall be adjudicated or become bankrupt or insolvent as that if the Non-Bankrupt Party does not elect term is defined in 11 USC Section 101(32); (2) The other party shall file a voluntary petition under any bankruptcy, reorganization, or insolvency law; (3) The other party shall apply for or consent to terminate this Agreement upon the occurrence appointment of an Event of Bankruptcy, except as may otherwise be agreed with the a trustee or receiver appointed to manage take possession of all or substantially all its assets; (4) The other party shall consent to, or shall file an answer admitting the affairs jurisdiction of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, court and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filingmaterial allegations of, in any court or agency pursuant to any statute or regulation of any state or country, (i) a petition in bankruptcy or insolvency, (ii) for reorganization or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in under any bankruptcy, reorganization, or insolvency proceedinglaw; (5) Any proceedings of bankruptcy, which such petition is reorganization, or insolvency shall be commenced against the other party and not be dismissed within sixty (60) 30 calendar days after the filing thereof; commencement; (c6) proposing or being a The other party to shall make any dissolution or liquidation when insolvent; or (d) making an assignment for the benefit of creditors. Without limitation, or other arrangement or composition under any laws for the Bankrupt Party’s rights benefit of insolvent's; (7) Any order shall be entered under this Agreement any bankruptcy, reorganization, or insolvency law of any jurisdiction, and shall include those rights afforded by 11 USAC. § 365(nnot be dismissed or stayed within thirty (30) calendar days after its entry (a) approving an involuntary petition seeking an arrangement with the creditors of the United States Bankruptcy Code other party, (the “Bankruptcy Code”b) and approving an involuntary petition seeking reorganization, or (c) appointing any successor thereto. If the bankruptcy receiver or trustee of all or a Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. § 365(o) substantial part of the Bankruptcy Code, property of the Non-Bankrupt Party may elect other party; (8) A trustee or receiver shall be appointed to retain its rights licensed from the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration of this Agreement and avail itself take possession of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. § 365(n) or substantially all assets of the Bankruptcy Codeother party and shall not be dismissed within thirty (30) calendar days after appointment; or (9) Any writ of attachment, garnishment, or execution shall be levied against all or substantially all assets of the other party, or all or substantially all assets of the other party shall be subject to any attachment, garnishment, execution, or other judicial seizure, and any shall not be removed, released, or bonded within thirty (30) calendar days after the date of the attachment, garnishment, execution, or other relevant Lawsjudicial seizure.

Termination for Bankruptcy. To the extent permitted under applicable Laws, if at any time during the Term of this Agreement, an Event of Bankruptcy (as defined belowa) relating to either Either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to may terminate this Agreement in its entirety upon sixty (60) days providing written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt other Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee on or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant to any statute or regulation of any state or country, (i) a petition in bankruptcy or insolvency, (ii) for reorganization or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing or being time that such other Party makes a party to any dissolution or liquidation when insolvent; or (d) making an general assignment for the benefit of creditors. Without limitation, files an insolvency petition in bankruptcy, petitions for or acquiesces in the Bankrupt Party’s appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets, commences under the laws of any jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any other similar proceeding for the release of financially distressed debtors, or becomes a party to any proceeding or action of the type described above, and such proceeding or action remains un-dismissed or un-stayed for a period of more than [***]. (b) All rights and licenses granted under or pursuant to this Agreement are, and shall include those rights afforded by 11 USAC. § otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Bankruptcy U.S. Code and other similar laws in any jurisdiction outside the U.S. (collectively, the “Bankruptcy CodeLaws”) and any successor thereto), licenses of rights to “intellectual property” as defined under the Bankruptcy Laws. If a case is commenced during the bankruptcy trustee of Term by or against a Bankrupt Party under Bankruptcy Laws then, unless and until this Agreement is rejected as a debtor or provided pursuant to such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession rejects possession) and its successors and assigns (including a Title 11 trustee) shall perform all of the obligations in this Agreement intended to be performed by such Party. If a case is commenced during the Term by or against a Party under 11 USAC. § 365(o) of the Bankruptcy CodeLaws, this Agreement is rejected as provided for under the NonBankruptcy Laws, and the non-Bankrupt bankrupt Party may elect elects to retain its rights licensed from hereunder as provided for under the Bankrupt Bankruptcy Laws, then the Party hereunder subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and any other supplementary agreements hereto) its successors and assigns (including a Title 11 trustee), shall provide to the non-bankrupt Party copies of all Patents and Information necessary for the duration non-bankrupt Party to prosecute, maintain and enjoy its rights under the terms of this Agreement and avail itself of all rights Agreement. All rights, powers and remedies of the non-bankrupt Party as provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws. In particular, it is the intention and understanding of the Parties to this Agreement that the rights granted to the full extent contemplated by Parties under this Agreement Section 12.6 are essential to the Parties’ respective businesses and 11 USAC. § 365(n) of the Bankruptcy Code, and any other relevant LawsParties acknowledge that damages are not an adequate remedy.

Termination for Bankruptcy. To 10.4.1 If either Party makes a general assignment for the extent permitted benefit of, or an arrangement or composition generally with, its creditors, appoints or suffers appointment of an examiner or of a receiver or trustee over all or substantially all of its property, passes a resolution for its winding up, or files a petition under applicable Lawsany bankruptcy or insolvency act or law or has any such petition filed against it which is not dismissed, if at any time during discharged, bonded, or stayed within [***] after the Term of this Agreementfiling thereof (each, an Event of Bankruptcy (as defined below) relating to either Party (the “Bankrupt PartyInsolvency Event”) occurs), the other Party (the “Non-Bankrupt Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to may terminate this Agreement in its entirety, effective immediately upon sixty (60) days written notice to the Bankrupt such Party. It is agreed and understood that if the Non-Bankrupt Party does not elect to terminate . 10.4.2 If this Agreement is terminated due to the rejection of this Agreement by or on behalf of Eisai due to an Insolvency Event, all licenses and rights to licenses granted under or pursuant to this Agreement by Eisai to Pharmavant are and shall otherwise be deemed to be licenses of rights to “intellectual property.” The Parties agree that Pharmavant, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under any applicable insolvency statute, and that upon the occurrence commencement of an Insolvency Event by or against Eisai, Pharmavant shall be entitled to a complete duplicate of Bankruptcy, except or complete access to (as may otherwise Pharmavant deems reasonably appropriate) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof shall be agreed with the trustee or receiver appointed promptly delivered to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” meansPharmavant: (a) filingupon any such commencement of a bankruptcy proceeding (or other Insolvency Event) upon written request therefore by Pharmavant, in any court unless Eisai elects to continue to perform all of its obligations under this Agreement; or agency (b) if not delivered pursuant to any statute (a) above, upon the rejection of this Agreement by or regulation on behalf of any state or countryEisai, then upon written request therefore by Pharmavant. The provisions of this Section 10.4.2 shall be: (i) a petition in bankruptcy without prejudice to any rights Pharmavant may have arising under any applicable insolvency statute or insolvency, other Applicable Law; and (ii) for reorganization or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect effective only to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing or being a party to any dissolution or liquidation when insolvent; or (d) making an assignment for the benefit of creditors. Without limitation, the Bankrupt Party’s rights under this Agreement shall include those rights afforded extent permitted by 11 USAC. § 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”) and any successor thereto. If the bankruptcy trustee of a Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. § 365(o) of the Bankruptcy Code, the Non-Bankrupt Party may elect to retain its rights licensed from the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. § 365(n) of the Bankruptcy Code, and any other relevant LawsApplicable Law.

Termination for Bankruptcy. To the extent permitted under applicable Laws, if at any time during the Term of this Agreement, an Event of Bankruptcy (as defined below) relating to If either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement upon sixty (60) days written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant to any statute or regulation of any state or country, (i) a petition in bankruptcy or insolvency, (ii) for reorganization or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing or being a party to any dissolution or liquidation when insolvent; or (d) making makes an assignment for the benefit of creditors. Without limitation, appoints or suffers appointment of a receiver or trustee over all or substantially all of its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it that is not discharged within [***] days after the filing thereof, the Bankrupt other Party may terminate this Agreement in its entirety by providing written notice of its intent to terminate this Agreement to the insolvent Party’s rights under , in which case this Agreement shall include those terminate on the date on which the insolvent Party receives such written notice. All rights afforded by 11 USAC. § and licenses (collectively, the “Intellectual Property”) granted under or pursuant to this Agreement, including all rights and licenses to use improvements or enhancements developed during the Term, are intended to be, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”) and or any successor thereto. If the bankruptcy trustee analogous provisions in any other country or jurisdiction, licenses of a Bankrupt Party rights to “intellectual property” as a debtor or debtor-in-possession rejects this Agreement defined under 11 USAC. § 365(oSection 101(35A) of the Bankruptcy Code, . The Parties agree that the Non-Bankrupt Party licensee of such Intellectual Property under this Agreement shall retain and may elect to retain fully exercise all of its rights licensed from and elections under the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. § Bankruptcy Code, including Section 365(n) of the Bankruptcy Code, and or any analogous provisions in any other relevant Lawscountry or jurisdiction. All of the rights granted to either Party under this Agreement shall be deemed to exist immediately before the occurrence of any bankruptcy case in which the other Party is the debtor. If a bankruptcy proceeding is commenced by or against either Party under the Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the non-debtor Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property and all embodiments of such Intellectual Property, which, if not already in the non-debtor Party’s possession, shall be delivered to the non-debtor Party within [***] Business Days of such request; provided that the debtor Party is excused from its obligation to deliver the Intellectual Property to the extent the debtor Party continues to perform all of its obligations under this Agreement and the Agreement has not been rejected pursuant to the Bankruptcy Code or any analogous provision in any other country or jurisdiction.

Termination for Bankruptcy. To the extent permitted under applicable Laws, if This Agreement may be terminated at any time during the Term of this Agreement, an Event of Bankruptcy (as defined below) relating to by either Party (the “Bankrupt Party”) occurs, upon the other Party (the “Non-Bankrupt Party”) shall have’s filing or institution of bankruptcy, in addition to all other legal and equitable rights and remedies available hereunderreorganization, the option to terminate this Agreement liquidation or receivership proceedings, or upon sixty (60) days written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt Party does not elect to terminate this Agreement upon the occurrence an assignment of an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs a substantial portion of the Bankrupt assets for the benefit of creditors by the other Party, ; provided that in the Non-Bankrupt Party shall continue to make all payments required case of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the any involuntary bankruptcy proceeding such right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant shall only become effective if the Party consents to any statute or regulation of any state or country, (i) a petition in the involuntary bankruptcy or insolvency, (ii) for reorganization or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition proceeding is not dismissed within sixty (60) [***] days after the filing thereof; (c) proposing . All rights and licenses granted under or being a party pursuant to any dissolution or liquidation when insolvent; or (d) making an assignment for the benefit of creditors. Without limitation, the Bankrupt Party’s rights under this Agreement by a Party are, and shall include those rights afforded by 11 USAC. § otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “U.S. Bankruptcy Code”) , licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that each Party, as licensee of intellectual property under this Agreement, shall retain and any successor theretomay fully exercise all of its rights and elections under the U.S. Bankruptcy Code. If The Parties further agree that in the bankruptcy trustee event of a Bankrupt Party as a debtor or debtor-in-possession rejects rejection of this Agreement by a Party in any bankruptcy proceeding by or against such Party under 11 USACthe U.S. Bankruptcy Code, (i) the other 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 that are necessary for the other Party to practice its license to such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to it upon its written request therefor, and (ii) such Party shall not interfere with the other Party’s rights to such intellectual property, and shall assist and not interfere with such other Party in obtaining such intellectual property and such embodiments of such intellectual property from another entity. § 365(oThe term “embodiments” of intellectual property means all tangible embodiments of the intellectual property licensed hereunder to the extent of the license scope, and shall exclude all inventory of Licensed Products and filings with Regulatory Authorities. All rights, powers and remedies provided in this Section 11.2(c) of are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at Law or in equity (including the Bankruptcy Code, ) in the Non-Bankrupt Party may elect to retain its rights licensed from the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. § 365(n) event of the commencement of a case under the U.S. Bankruptcy Code, and any other relevant Laws.. ACTIVEUS 188080012v.21

Termination for Bankruptcy. To the extent permitted under applicable Laws, if at any time during the Term of this Agreement, an Event of Bankruptcy (as defined belowi) relating to either Party (the “Bankrupt Party”) occurs, the other This Agreement may be terminated by a Party (the “Non-Bankrupt Party”) shall haveupon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party (the “Bankrupt Party”); provided, however, that in addition to all other legal and equitable rights and remedies available hereunder, the option event of any involuntary bankruptcy or receivership proceeding such right to terminate this Agreement upon sixty (60) days written notice to the Bankrupt Party. It is agreed and understood that will only become effective if the Non-Bankrupt Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have consents to the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant to any statute or regulation of any state or country, (i) a petition in involuntary bankruptcy or insolvency, (ii) for reorganization receivership or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition proceeding is not dismissed within sixty (60) days after the filing thereof; of such bankruptcy or receivership. (cii) proposing All licenses and rights to licenses granted under or being a party pursuant to any dissolution or liquidation when insolvent; or (d) making an assignment for the benefit of creditors. Without limitation, this Agreement by the Bankrupt Party’s rights under this Agreement shall include those rights afforded by 11 USAC. § Party to the Non-Bankrupt Party are, and will otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) of the Bankruptcy Code. The Parties agree that the Non-Bankrupt Party, as a licensee of such rights under this Agreement, will retain and any successor theretomay fully exercise all of its rights and elections under the Bankruptcy Code. If the bankruptcy trustee The parties further agree that upon commencement of a bankruptcy proceeding by or against the Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. § 365(o) of the Bankruptcy Code, the Non-Bankrupt Party may elect will be entitled to retain its rights licensed from a complete duplicate of, or complete access to (as the Non-Bankrupt Party deems appropriate), all CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments of such intellectual property will be promptly delivered to the Non-Bankrupt Party (A) upon any such commencement of a bankruptcy proceeding and upon written request by the Non-Bankrupt Party, unless the Bankrupt Party hereunder elects to continue to perform all of its obligations under this Agreement, or (and any other supplementary agreements heretoB) for if not delivered under (A) above, upon the duration rejection of this Agreement by or on behalf of the Bankrupt Party and avail itself upon written request by the Non-Bankrupt Party. the Bankrupt Party (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) agrees not to interfere with the exercise by the Non-Bankrupt Party or its Affiliates of all its rights and remedies licenses to such intellectual property and such embodiments of intellectual property in accordance with this Agreement, and agrees to assist the full extent contemplated by Non-Bankrupt Party and its Affiliates in obtaining such intellectual property and such embodiments of intellectual property in the possession or control of Third Parties as reasonably necessary or desirable for the Non-Bankrupt Party to exercise such rights and licenses in accordance with this Agreement and 11 USACAgreement. § 365(n) of The foregoing provisions are without prejudice to any rights the Non-Bankrupt Party may have arising under the Bankruptcy Code, and any Code or other relevant Lawsapplicable law.

Termination for Bankruptcy. To the extent permitted under applicable Laws, if at any time during the Term of this Agreement, an Event of Bankruptcy (as defined belowa) relating to either Either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to may terminate this Agreement in its entirety upon sixty (60) days providing written notice to the Bankrupt Party. It is agreed and understood that other Party if the Non-Bankrupt such other Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant to any statute or regulation of any state or country, (i) makes a petition in bankruptcy or insolvency, (ii) for reorganization or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing or being a party to any dissolution or liquidation when insolvent; or (d) making an general assignment for the benefit of creditors. Without limitation, files an insolvency petition in bankruptcy, petitions for or acquiesces in the Bankrupt Party’s appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets, commences under the laws of any jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any other similar proceeding for the release of financially distressed debtors, or becomes a party to any proceeding or action of the type described above, and such proceeding or action remains un-dismissed or un-stayed for a period of more than sixty (60) days. (b) All rights and licenses granted under or pursuant to this Agreement are, and shall include those rights afforded by 11 USAC. § otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Bankruptcy Code and other similar laws in any jurisdiction outside the United States (collectively, the “Bankruptcy CodeLaws”) and any successor thereto), licenses of rights to “intellectual property” as defined under the Bankruptcy Laws. If a case is commenced during the bankruptcy trustee of Term by or against a Bankrupt Party under Bankruptcy Laws then, unless and until this Agreement is rejected as a debtor or provided pursuant to such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession rejects possession) and its successors and assigns (including a Title 11 trustee) shall perform all of the obligations in this Agreement intended to be performed by such Party. If a case is commenced during the Term by or against a Party under 11 USAC. § 365(o) of the Bankruptcy CodeLaws, this Agreement is rejected as provided for under the NonBankruptcy Laws, and the non-Bankrupt bankrupt Party may elect elects to retain its rights licensed from hereunder as provided for under the Bankrupt Bankruptcy Laws, then the Party hereunder subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and any other supplementary agreements hereto) its successors and assigns (including a Title 11 trustee), shall provide to the non-bankrupt Party copies of all patent, Know-How and information necessary for the duration non-bankrupt Party to prosecute, maintain and enjoy its rights under the terms of this Agreement and avail itself of all rights Agreement; provided that, to the extent applicable, the non-bankrupt Party continues to fulfill its payment obligations under Article 5 as specified herein in full. All rights, powers and remedies of the non-bankrupt Party as provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at Law or in equity (including the Bankruptcy Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws. In particular, it is the intention and understanding of the Parties to this Agreement that the rights granted to the full extent contemplated by Parties under this Agreement Section 8.2.2(b) are essential to the Parties’ respective businesses and 11 USAC. § 365(n) of the Bankruptcy Code, and any other relevant LawsParties acknowledge that damages are not an adequate remedy.

Termination for Bankruptcy. To (a) This Agreement may be terminated by a Party upon the extent permitted under applicable Lawsfiling or institution of bankruptcy, if at any time during reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the Term assets for the benefit of this Agreement, an Event of Bankruptcy (as defined below) relating to either Party (the “Bankrupt Party”) occurs, creditors by the other Party (Party; provided, however, that in the “Non-Bankrupt Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement upon sixty (60) days written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt Party does not elect to terminate this Agreement upon the occurrence event of an Event of Bankruptcy, except as may otherwise be agreed with the trustee any involuntary bankruptcy or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the receivership proceeding such right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant will only become effective if the affected Party consents to any statute or regulation of any state or country, (i) a petition in the involuntary bankruptcy or insolvency, (ii) for reorganization receivership or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition proceeding is not dismissed within sixty (60) days after the filing thereof; of such bankruptcy or receivership. (cb) proposing All licenses and rights to licenses granted under or being a party pursuant to any dissolution or liquidation when insolvent; or (d) making an assignment for the benefit of creditors. Without limitation, the Bankrupt Party’s rights under this Agreement shall include those rights afforded by 11 USAC. § Jenrin to Xxxxxx are, and will otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”) and any successor thereto. If the bankruptcy trustee ), licenses of a Bankrupt Party rights to “intellectual property” as a debtor or debtor-in-possession rejects this Agreement defined under 11 USAC. § 365(oSection 101(35A) of the Bankruptcy Code. The Parties agree that Xxxxxx, the Non-Bankrupt Party as a licensee of such rights under this Agreement, will retain and may elect to retain fully exercise all of its rights licensed from and elections under the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration Bankruptcy Code. The Parties further agree that that upon commencement of this Agreement and avail itself of all rights and remedies to the full extent contemplated a bankruptcy proceeding by this Agreement and 11 USAC. § 365(n) of or against Jenrin under the Bankruptcy Code, Jenrin (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) agrees not to interfere with the exercise by Xxxxxx or its Affiliates of its rights and licenses to such intellectual property and such embodiments of intellectual property in accordance with this Agreement. The foregoing provisions are without prejudice to any rights Xxxxxx may have arising under the Bankruptcy Code or other relevant Lawsapplicable law.

Termination for Bankruptcy. To the extent permitted under applicable Laws, if If at any time during the Term of this Agreement, an Event of Bankruptcy (as defined below) relating to either a Party (the “Bankrupt Party”) occurs, Ventrus (in the other case the Bankrupt Party is Licensor) or Licensor (in the case the Bankrupt Party is Ventrus) (the “Non-Bankrupt Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement immediately upon sixty (60) days written notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” meansshall mean, with respect to a Party: (a) filing, filing by such Party in any court or agency pursuant to any statute or regulation of any state or country, (i) a petition in bankruptcy or insolvency, (ii) insolvency or for reorganization or (iii) for an arrangement or for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the a Person proposing a written agreement of composition or extension of a Bankrupt Party, ’s debts; (c) such Party being served with an involuntary petition against the Bankrupt Party, filed in any insolvency proceeding, which and such petition is shall not be dismissed within sixty (60) days after the filing thereof; (cd) such Party proposing or being a party to any dissolution or liquidation when insolventof such Party; or (de) such Party making an a general assignment for the benefit of creditors. Without limitation, the Bankrupt Party’s rights under If this Agreement shall include those rights afforded is terminated by 11 USAC. § 365(n) Ventrus pursuant to this Section 12.4 due to the rejection of the United States Bankruptcy this Agreement by or on behalf of Licensor or one or more of its Affiliates under Sxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) ), all licenses and any successor thereto. If the bankruptcy trustee of a Bankrupt Party as a debtor rights to licenses granted under or debtor-in-possession rejects pursuant to this Agreement under 11 USAC. § 365(o) by Licensor or its Affiliates to Ventrus are, and shall otherwise be deemed to be, for purposes of the Bankruptcy Code, the Non-Bankrupt Party may elect to retain its rights licensed from the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. § Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(35A) of the Bankruptcy Code. The Parties agree that Ventrus, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against any Licensor or one or more of its Affiliates under the Bankruptcy Code, Ventrus shall be entitled to a complete duplicate of or complete access to (as Ventrus deems appropriate) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof shall be promptly delivered to Ventrus (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by Ventrus, unless Licensor elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of Licensor upon written request therefor by Ventrus. The foregoing provisions of this Section 12.4 are without prejudice to any rights Ventrus may have arising under the Bankruptcy Code or other relevant Lawsapplicable Law.

Termination for Bankruptcy. To the extent permitted under applicable Laws, if at any time during the Term of this Agreement, an Event of Bankruptcy (as defined below) relating to either Party (the “Bankrupt Party”) occurs, the other Party (the “Non-Bankrupt Party”) shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to Either party may terminate this Agreement upon sixty (60) days written with notice to the Bankrupt Party. It is agreed and understood that if the Non-Bankrupt Party does not elect to terminate this Agreement upon the occurrence of an Event of Bankruptcy, except as may otherwise be agreed with the trustee or receiver appointed to manage the affairs of the Bankrupt Party, the Non-Bankrupt Party shall continue to make all payments required of it under this Agreement as if the Event of Bankruptcy had not occurred, and the Bankrupt Party shall not have the right to terminate any license granted herein. The term “Event of Bankruptcy” means: (a) filing, in any court or agency pursuant to any statute or regulation of any state or country, (i) a petition in bankruptcy or insolvency, (ii) for reorganization or (iii) for the appointment of (or for an arrangement for the appointment of) a receiver or trustee of the Bankrupt Party or of its assets; (b) with respect to the Bankrupt Party, being served with an involuntary petition filed in any insolvency proceeding, which such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing or being a other party to any dissolution or liquidation when insolvent; or (d) making makes an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such party, or has a receiver or trustee appointed for all or substantially all of its property; provided that in the case of an involuntary bankruptcy proceeding such right to terminate shall only become effective if the party consents to the involuntary bankruptcy or such proceeding is not dismissed within one hundred eighty (180) days after the filing thereof. Without limitationExcept for rights to trademarks and trade names, the Bankrupt Party’s all rights and licenses granted under or pursuant to this Agreement by P&U or Geron are, and shall include those rights afforded by 11 USAC. § otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “U.S. Bankruptcy Code”) , licenses of right to "intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. The parties agree that the parties as licensees of such rights under this Agreement, shall retain and any successor theretomay fully exercise all of their rights and elections under the U.S. Bankruptcy Code. If The parties further agree that, in the bankruptcy trustee event of the commencement of a Bankrupt Party as a debtor bankruptcy proceeding by or debtor-in-possession rejects this Agreement against either party under 11 USAC. § 365(o) of the U.S. Bankruptcy Code, the Non-Bankrupt Party may elect party * Certain portions of this Exhibit have been omitted for which confidential treatment has been requested and filed separately with the Securities and Exchange Commission. hereto which is not a party to retain its rights licensed from such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in their possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon their written request therefor, unless the Bankrupt Party hereunder party subject to such proceeding elects to continue to perform all of their obligations under this Agreement or (and any other supplementary agreements heretoii) for if not delivered under (i) above, upon the duration rejection of this Agreement and avail itself of all rights and remedies to the full extent contemplated by this Agreement and 11 USAC. § 365(n) or on behalf of the Bankruptcy Code, and any other relevant Lawsparty subject to such proceeding upon written request therefor by an non-subject party.