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 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 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 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: (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 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. § 365(n) of the Bankruptcy Code, and any other relevant Laws. Furthermore, to the extent permitted under applicable Laws, in an Event of Bankruptcy in which Catalyst is the Bankrupt Party: (i) prior to Catalyst entering into any agreement with a Third Party with respect to the purchase or assignment of any Catalyst Technology, Catalyst shall notify ISU and provide to ISU the terms of any such purchase or assignment of Catalyst Technology; (ii) ISU shall have a right of first refusal with respect to the terms of such purchase or assignment of such Catalyst Technology, which right may be exercised by ISU by giving notice thereof to Catalyst within [* * *] of the ISU’s receipt of such notice and terms; (iii) if ISU exercises such right, to the extent permitted under applicable Laws, Catalyst and ISU shall enter into a purchase or assignment agreement of such Catalyst Technology on terms provided to ISU under subsection (i); (iv) in the event that ISU does not exercise its right under subsection (ii), Catalyst will be free to enter into such agreement for the purchase or assignment of such Catalyst Technology with such Third Party with no other obligation to Catalyst with respect thereto. Such right of first refusal shall terminate upon a merger, consolidation, sale by Catalyst of the Catalyst Technology to a Third Party or license to a Third Party by Catalyst of the Catalyst Technology to conduct Development, to Manufacture and to Commercialize Products in the Field in at least two of the following major markets: the USA, the European Union or Asia (but subject to Section 2.4 with respect to Korea), in each case if such event occurs before an Event of Bankruptcy in which Catalyst is the Bankrupt Party.

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 to either Party (the “Bankrupt Party”) occursif, at any time, 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, file 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 substantially all of its assets; (b) with respect to , or if the Bankrupt Partyother Party proposes a written agreement of composition or extension of substantially all of its debts, being or if the other Party shall be served with an involuntary petition against it, filed in any insolvency proceeding, which and such *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL petition is shall not be dismissed within sixty (60) *** calendar days after the filing thereof; (c) proposing , or being if the other Party shall propose or be a party to any dissolution or liquidation when insolvent; liquidation, or (d) making if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Without limitation, the Bankrupt Party’s All rights and licenses granted under or pursuant to any section of this Agreement 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 Xxxxx 00, Xxxxxx Xxxxxx 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(odefined in Section 101(56) of the Bankruptcy Code, the Non-Bankrupt Party . The Parties shall retain and may elect to retain its rights licensed from the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration fully exercise all of this Agreement and avail itself of all their respective rights and remedies to the full extent contemplated by this Agreement and 11 USAC. § 365(n) of elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and any other relevant Lawssuch, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement.

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 This Agreement shall terminate and all rights shall, without the extent permitted under applicable Lawsrequirement of further action, revert to Licensor if at Licensee makes 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 or files any petition under this Agreement shall include those rights afforded by Title 11 USAC. § 365(n) of the United States Bankruptcy Code (Code, or files in bankruptcy or is adjudicated as bankrupt or insolvent, or if any trustee in bankruptcy or insolvency is appointed under the “Bankruptcy laws of the United States or of any state, in which event no assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, sheriff or any other officer of the court or official charged with taking over custody of Licensee’s assets or business may continue this Agreement or exploit the Madewell Properties if this Agreement terminates pursuant to this paragraph. Notwithstanding the foregoing, if, pursuant to Title 11 of the United States Code”) and , or any amendment or successor thereto. If the , a trustee in bankruptcy trustee of a Bankrupt Party or Licensee, as a debtor or debtor-in-possession rejects , is permitted to assume this Agreement under and does so and, thereafter, wishes to assign this Agreement to a third party, and that assignment complies with Title 11 USAC. § 365(o) of the Bankruptcy United States Code, the Non-Bankrupt Party may elect to retain its rights licensed from trustee or Licensee shall notify Licensor of same. Said notice shall set forth the Bankrupt Party hereunder (name 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) address of the Bankruptcy Codeproposed assignee, the proposed consideration for assignment and any all other relevant Laws.details of the assignment. Nothing contained herein shall be deemed to preclude or impair any rights Licensor may have as a creditor in any bankruptcy proceeding

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 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 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. 30*** 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 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 to either Party (the “Bankrupt Party”) occursif, *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. at any time, 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, file 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 substantially all of its assets; (b) with respect to , or if the Bankrupt Partyother Party proposes a written agreement of composition or extension of substantially all of its debts, being or if the other Party shall be served with an involuntary petition against it, filed in any insolvency proceeding, which and such petition is shall not be dismissed within sixty (60) *** calendar days after the filing thereof; (c) proposing , or being if the other Party shall propose or be a party to any dissolution or liquidation when insolvent; liquidation, or (d) making if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Without limitation, the Bankrupt Party’s All rights and licenses granted under or pursuant to any section of this Agreement 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 Xxxxx 00, Xxxxxx Xxxxxx 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(odefined in Section 101(56) of the Bankruptcy Code, the Non-Bankrupt Party . The Parties shall retain and may elect to retain its rights licensed from the Bankrupt Party hereunder (and any other supplementary agreements hereto) for the duration fully exercise all of this Agreement and avail itself of all their respective rights and remedies to the full extent contemplated by this Agreement and 11 USAC. § 365(n) of elections under the Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall further be entitled to a complete duplicate of, or complete access to, any such intellectual property, and any other relevant Lawssuch, if not already in its possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement.

Termination for Bankruptcy. To 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 filing thereof and seeks to reject this Agreement, an Event of Bankruptcy (as defined below) relating to either Party (the a “Bankrupt PartyRejection 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 terminate may treat this Agreement as terminated by such rejection, 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 this Agreement upon the occurrence For purposes 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. § Section 365(n) of the United States U.S. Bankruptcy Code (the “Bankruptcy Code”) and any successor thereto. If the bankruptcy trustee similar laws in any other country, all rights and licenses granted under or pursuant to any Section of a Bankrupt Party as a debtor or debtor-in-possession rejects this Agreement under 11 USAC. § 365(oare rights to “intellectual property” (as defined in Section 101(35A) of the Bankruptcy Code). The Parties agree that the licensee of such rights under this Agreement will retain and may fully exercise all of its protections, rights and elections under the Non-Bankrupt Party may elect to retain its rights licensed from the Bankrupt Party hereunder (Code and any similar laws in any other supplementary agreements heretocountry. Each Party hereby acknowledges that (a) for the duration copies of this Agreement research data, (b) laboratory samples, (c) product samples, (d) formulas, (e) laboratory notes and avail itself notebooks, (f) data and results related to clinical trials, (g) regulatory filings and approvals, (h) rights of all rights reference in respect of regulatory filings and remedies approvals, (i) pre-clinical research data and results, and (j) marketing, advertising and promotional materials, in each case, that relate to the full extent contemplated by this Agreement and 11 USAC. § such intellectual property, constitute “embodiments” of such intellectual property pursuant to Section 365(n) of the Bankruptcy Code, and that the licensee will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and the same, if not already in its possession, will be promptly delivered to it upon its written request therefor and election under Bankruptcy Code Section 365(n)(1)(B) to retain the licenses granted by Agenus to Gilead hereunder in the event of Agenus’s rejection of this Agreement, unless the licensor elects to continue to perform all of its obligations under this Agreement. The provisions of this Section 15.4.2 are without prejudice to any rights the non-subject Party may have arising under the Code, laws of other jurisdictions governing insolvency and bankruptcy, or other Applicable Law. The Parties agree that they intend the following rights to extend to the maximum extent permitted by law, including for purposes of the Code and any similar laws in any other relevant Lawscountry: (x) the right of access to any intellectual property (including all embodiments thereof) of the licensor, or any Third Party with whom the licensor contracts to perform an obligation of such licensor under this Agreement [******] - 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. which is necessary for the Development or Commercialization of a Licensed Product; (y) the right to contract directly with any Third Party described in (x) to complete the contracted work, and (z) the right to cure any breach of or default under any such agreement with a Third Party and set off the costs thereof against amounts payable to such licensor under this Agreement.

Termination for Bankruptcy. To the extent permitted under applicable Laws, if This Agreement may be terminated upon fifteen (15) days prior written notice by either Party 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” meansif: (a) filing, the other Party shall file in any court or agency court, pursuant to any statute or regulation of any state or government in any country, (i) a petition in bankruptcy or insolvencyinsolvency or for reorganization, (ii) or for reorganization an arrangement 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 any other Party proposes a written agreement of composition for extension of its debts, (c) the Bankrupt Party, being other Party shall be served with an involuntary petition against it, 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 the other Party shall be a party Party to any dissolution or liquidation when insolvent; or liquidation, (de) making an the other Party shall make a general assignment for the benefit of its creditors; or (f) the other Party is subject to any final order of debarment which can be expected to have a material adverse effect on the Development or commercialization of [***]. Without limitationA termination pursuant to this Section 7.3 shall constitute a termination for material breach, and the non-breaching party shall be entitled to seek damages or equitable relief for such material breach. Notwithstanding the occurrence of any of the event specified in subsections (a) through (f) of this Section 7.3, 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”) Parties acknowledge 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 Codeagree that, 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 CodeCode applies to this Agreement, the non-insolvent party may elect to retain and any other relevant Lawsexercise the rights granted to it hereunder with respect to the intellectual property owned or Controlled by the insolvent party. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

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. Certain information has been omitted from this exhibit in places marked “[***]” because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.

Termination for Bankruptcy. To Myriad or Lundbeck, as the extent permitted under applicable Lawscase may be, 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 this Agreement, immediately upon giving written notice of Bankruptcy” means: (a) filingtermination to the other Party, in any court the event that the other Party files a voluntary petition, or agency pursuant to any statute or regulation suffers the filing 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 substantiated involuntary petition filed in any insolvency proceedingunder the bankruptcy provisions of Applicable Law, which such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing declared insolvent, undergoes voluntary or being a party to any dissolution or liquidation when insolvent; or (d) making involuntary dissolution, makes an assignment for the benefit of creditors, fails or is unable to pay its debts as they come due, or suffers the appointment of a receiver or trustee over all, or substantially all, of its assets or properties. Without limitation, the Bankrupt Party’s 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 Paragraph 365(n) of the United States Bankruptcy Code (the “U.S. 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(oParagraph 101(35A) of the U.S. Bankruptcy Code. The Parties agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party, including under the U.S. Bankruptcy Code, the Non-Bankrupt Party other Party, as a licensee of such rights 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. § 365(n) of the U.S. Bankruptcy Code, subject to performance by such licensee Party of its obligations under this Agreement. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against a Party, including under the U.S. Bankruptcy Code, the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) all of such bankrupt party’s Intellectual Property and Know-How that is subject to a license under this Agreement, if not already in such non-bankrupt Party’s possession, and that such materials shall be promptly delivered to such non-bankrupt Party upon any other relevant Lawssuch commencement of a bankruptcy proceeding upon written request therefore by such non-bankrupt Party.

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 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.

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 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: (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 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 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. § 365(n) of the Bankruptcy Code, and any other relevant Laws.

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 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 LawsEither Party may terminate this Agreement if, if at any time during the Term of this Agreement, an Event of Bankruptcy (as defined below) relating to either Party (the “Bankrupt Party”) occurstime, 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, file 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 Bankrupt Party, being or if such Party proposes a written agreement of composition or extension of its debts, or is served with an involuntary petition against it, filed in any insolvency proceeding, which and such petition is not dismissed within sixty (60) days after the filing thereof; (c) proposing , or being if such Party shall propose or be a party to any dissolution or liquidation when insolvent; liquidation, or (d) making if such Party shall make an assignment for the benefit of creditors. Without limitationNotwithstanding the bankruptcy of NPS, or the Bankrupt Party’s rights impairment of performance by NPS of its obligations under this Agreement as a result of bankruptcy or insolvency of NPS, GSK shall include those be entitled to retain the licenses granted herein, subject to NPS' rights afforded to terminate this Agreement for reasons other than bankruptcy or insolvency as expressly provided in this Agreement, and subject to performance by 11 USACGSK of its preexisting obligations under this Agreement. § Notwithstanding the bankruptcy of GSK, or the impairment of performance by GSK of its obligations under this Agreement as a result of bankruptcy or insolvency of GSK, NPS shall be entitled to retain the licenses granted herein, subject to GSK's rights to terminate this Agreement for reasons other than bankruptcy or insolvency as expressly provided in this Agreement, and subject to performance by NPS of its preexisting obligations under this Agreement. All rights and licenses granted under or pursuant to this Agreement by NPS to GSK, and by GSK to NPS, are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “U.S. 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 U.S. Bankruptcy Code. The Parties agree that each Party, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, or any other provisions of Applicable Law outside the Non-Bankrupt Party may elect United States that provide similar protection for intellectual property rights, subject to performance by the licensee of its preexisting obligations under this Agreement. The Parties further agree that, in the event that any proceeding shall be instituted by or against licensor under the U.S. Bankruptcy Code seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking an entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or it shall take any action to authorize any of the foregoing actions (each a "Proceeding"), the licensee shall have the right to retain and enforce its rights licensed from under this Agreement, including but not limited to the Bankrupt Party hereunder following rights: The right to continue to use the relevant license materials and all versions and derivatives thereof, and all documentation and other supporting material related thereto, in accordance with the terms and conditions of this Agreement; and The right to a complete duplicate of (or complete access to, as appropriate) all relevant license materials, intellectual property, and all embodiments of the foregoing, and the same, if not already in licensee's possession. Such materials shall be promptly delivered to licensee (1) upon any other supplementary agreements heretosuch commencement of a Proceeding upon written request therefor by licensee, unless licensor elects to continue to perform all of its obligations under this Agreement; or (2) for if not delivered under (1) above, upon the duration rejection of this Agreement by or on behalf of licensor upon written request therefor by licensee; The right to obtain from licensor all documentation and avail itself of all rights and remedies other supporting materials related to the full extent contemplated by this Agreement relevant license materials and 11 USAC. § 365(n) of the Bankruptcy Codeintellectual property, and any other relevant Lawsall versions and derivatives thereof.

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 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 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 licensee of such Intellectual Property under this Agreement shall Exhibit 10.21 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the Non-Bankrupt Party type that the Registrant treats as private or confidential. 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 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 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: (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 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 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 herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 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 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 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.or

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 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.